Common use of Legal Defeasance Clause in Contracts

Legal Defeasance. The Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all obligations in respect of the Notes on the 91st day after the date of the deposit referred to in clause (a) of this Section 4.1, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notes; (b) the Company has delivered to the Trustee either (x) an Opinion of Counsel to the effect that Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph.

Legal Defeasance. (a) The Company will shall be deemed to have paid and the Company and the Guarantors will be been discharged from any and its obligations with respect to all obligations in respect of the Notes outstanding Securities of any series on the 91st day after the date of the deposit referred to in clause subparagraph (a) of this Section 4.1hereof, and the provisions of this Supplemental Indenture will Indenture, as it relates to such series of outstanding Securities, shall no longer be in effect with respect to the Notes, (and the Trustee, at the expense of the Company, shall shall, upon the request of the Company, execute proper instruments acknowledging the same ifsame), except as to: (i) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (a) hereof, payments of the principal of or interest on the outstanding Securities of such series on the date such payments are due; (ii) the Company’s obligations with respect to the Securities of such series under Sections 2.04, 2.05, 2.07, 2.08 and 2.09 hereof; and (iii) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 8.02 hereof and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied: (a) the Company has irrevocably deposited shall have deposited, or caused to be deposited, irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and conveyed all right, title and interest dedicated solely to the Trustee for the benefit of the Holders of Notessuch series of Securities, under the terms of an irrevocable trust agreement cash in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) United States U.S. dollars and/or U.S. Government Obligations that, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provideprovide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment referred to in this clause (a)of money, money in an amount or (3) a combination thereof in an amount cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on all the Outstanding Notes Securities of such series on the Stated Maturity dates such payments of such principal or interest; provided, that the Trustee shall have been irrevocably instructed interest are due to apply such money maturity or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notesredemption; (b) such deposit will not result in a breach or violation of, or constitute a Default under, this Indenture; (c) no Default or Event of Default with respect to such series of Securities shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default specified in Section 6.01(iv) or (v) hereof with respect to the Company has occurs which is continuing at the end of such period; (d) the Company shall have delivered to the Trustee either (x) an Officers’ Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of Notes such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option deposit, defeasance and discharge had not been exercised, which Opinion of Counsel occurred; (e) the Company shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed have delivered to the Trustee received from an Officers’ Certificate stating that the Internal Revenue Service to deposit was not made by the same effect as Company with the aforementioned Opinion intent of Counselpreferring the Holders of such series of Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (cf) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit orshall not result in the trust arising from such deposit constituting an “investment company” (as defined in the Investment Company Act of 1940, insofar as Sections 5.1(f) and 5.1(g) are concernedamended), at any time during the period ending on the 91st day after or such date of trust shall be qualified under such depositAct or exempt from regulation thereunder; and (dg) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 8.03 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph.

Legal Defeasance. The Company will shall be deemed to have paid and the Company and the Guarantors will be been discharged from any and its obligations with respect to all obligations in respect of the Notes outstanding Securities of any series on the 91st day after the date of the deposit referred to in clause subparagraph (a) of this Section 4.1hereof, and the provisions of this Supplemental Indenture will Indenture, as it relates to such series of outstanding Securities, shall no longer be in effect with respect to the Notes, (and the Trustee, at the expense of the Company, shall shall, upon the request of the Company, execute proper instruments acknowledging the same ifsame), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (a) hereof, payments of the principal of or interest on the outstanding Securities of such series on the date such payments are due; (b) the Company’s obligations with respect to the Securities of such series under Sections 2.04, 2.05, 2.07, 2.08 and 2.09 hereof; and (c) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 8.02 hereof and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied: (i) the Company has irrevocably deposited shall have deposited, or caused to be deposited, irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and conveyed all right, title and interest dedicated solely to the Trustee for the benefit of the Holders of Notessuch series of Securities, under the terms of an irrevocable trust agreement cash in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) United States U.S. dollars and/or U.S. Government Obligations that, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provideprovide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment referred to in this clause (a)of money, money in an amount or (3) a combination thereof in an amount cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on all the Outstanding Notes Securities of such series on the Stated Maturity dates such payments of principal or interest are due to maturity or redemption; (ii) such deposit will not result in a breach or violation of, or constitute a Default under, this Indenture; (iii) no Default or Event of Default with respect to such series of Securities shall have occurred and be continuing on the date of such principal or interest; provided, that the Trustee deposit and 91 days shall have passed after the deposit has been irrevocably instructed to apply made, and, during such money 91 day period, no Default specified in Section 6.01(iv) or the proceeds of such United States Government Obligations to the payment of such principal and interest (v) hereof with respect to the NotesCompany occurs which is continuing at the end of such period; (biv) the Company has shall have delivered to the Trustee either (x) an Officers’ Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of Notes such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option deposit, defeasance and discharge had not been exercised, which Opinion of Counsel occurred; (v) the Company shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed have delivered to the Trustee received from an Officers’ Certificate stating that the Internal Revenue Service to deposit was not made by the same effect as Company with the aforementioned Opinion intent of Counselpreferring the Holders of such series of Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (cvi) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit orshall not result in the trust arising from such deposit constituting an “investment company” (as defined in the Investment Company Act of 1940, insofar as Sections 5.1(f) and 5.1(g) are concernedamended), at any time during the period ending on the 91st day after or such date of trust shall be qualified under such depositAct or exempt from regulation thereunder; and (dvii) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 8.03 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph.

Legal Defeasance. The After the 91st day following the deposit referred to in Section 9.01, the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all its obligations in respect of the Notes on of any series and the 91st day after the date of the deposit referred to Indenture, other than its obligations in clause Article 2 and Sections 3.01, 3.02, 7.07, 7.10, and as set forth in clauses (ai) through (vi) of this Section 4.1, and 9.01(c); provided that the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trustfor the purpose of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, to the benefit benefits of such Holders, the holders of the Notes of a series in and cash or Governmental Obligations or a combination thereof (other than moneys repaid by the Trustee or any paying agent to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof Company in accordance with their terms, will provide, not later than one day before the due date of any payment referred to Section 9.06) in this clause (a), money in an amount or (3) a combination thereof in an amount sufficienteach case sufficient without reinvestment, in the written opinion of a nationally internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration and which shall be applied by the Trustee to pay and discharge, all of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect when due at maturity or on a Redemption Date or if the Company has made irrevocable arrangements satisfactory to the NotesTrustee for the giving of notice of redemption by the Trustee in the Company’s name and at the Company’s expense; (b) the Company has delivered to the Trustee either (x) an Opinion of Counsel to stating that, as a result of an IRS ruling or a change in applicable federal income tax law, the effect holders of the Notes of that Holders of Notes series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 deposit, defeasance and discharge to be effected and will be subject to the same federal income tax on the same amount and in the same manner and at the same times as would have been be the case if such option had the deposit, defeasance and discharge did not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counseloccur; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the outstanding Notes shall have of that series has occurred and be is continuing at the time of such deposit after giving effect to the deposit or, in the case of legal defeasance, no default relating to bankruptcy or insolvency has occurred and is continuing at any time on or before the 91st day after the date of such deposit ordeposit, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on it being understood that this condition is not deemed satisfied until after the 91st day after such date day; (d) the defeasance will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all Notes of a series were in default within the meaning of such depositAct; (e) the deposit will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound; (f) the defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or exempt from registration; and (dg) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding ; Prior to the foregoing paragraphend of the 91-day period, none of the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of under the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstandingwill be discharged. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those the surviving obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The Company will In addition to discharge of the Indenture pursuant to Section 401, the Partnership shall be deemed to have paid and discharged the Company and entire indebtedness on all the Guarantors will be discharged from any and all obligations in respect Securities of the Notes such a series on the 91st day after the date of the deposit referred to in clause Clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Partnership's right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Partnership's obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Partnership under Section 1002), and the Trustee, at the expense of the CompanyPartnership, shall shall, upon a Partnership Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, "defeasance"): (a1) the Company The Partnership has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holders, in and to series (1A) money cash in an amount, or (2B) United States Government Obligations that, through in the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date case of any payment referred series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in this clause (a)such amounts as will insure the availability of cash, money in an amount or (3C) a combination thereof in an amount thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of (i) the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with respect to the Notesterms of the Indenture and the Securities of such series; (b2) the Company The Partnership has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (A) the Partnership has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, the Holders of Notes the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit, defeasance and discharge had not occurred; (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service duly given pursuant to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required this Indenture or (y) a ruling directed provision therefor satisfactory to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counselshall have been made; (c4) immediately after giving effect to such deposit, on a pro forma basis, no Default or No Event of Default or event which with respect to the Notes notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(fdeposit; (5) and 5.1(g) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are concerned, at any time during in default within the period ending on the 91st day after such date meaning of such depositAct); (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Partnership is a party or by which it is bound; (7) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (d) the Company 8) The Partnership has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 provision have been complied with. Notwithstanding For this purpose, such defeasance means that the foregoing paragraphPartnership and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be "Outstanding" only for the Company’s purposes of Section 1304 and the rights and obligations referred to in Sections 2.4Clauses (i) through (vii), 2.6inclusive, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture first paragraph of this Section, and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s to have satisfied all its other obligations under the Notes Securities of such series and this Indenture insofar as the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphSecurities of such series are concerned.

Legal Defeasance. The Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and may, subject as provided herein, terminate by legal defeasance all of their obligations in respect of the Notes on the 91st day after the date of the deposit referred to in clause (a) of under this Section 4.1, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same Securities if: (ai) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest as trust funds in trust for the purpose of making the following payments dedicated solely to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to Securities (1A) money cash in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3B) U.S. Government Obligations, or (C) a combination thereof in an amount thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and dischargepay, without consideration of the reinvestment of any such interest amounts and after payment of all federal, state and local taxes or other charges and or assessments in respect thereof payable by the Trustee, the principal of and premium, if any, Additional Amounts, if any and interest on all Securities on each date that such principal, premium, if any, Additional Amounts, if any, or interest is due and payable and to pay all other sums payable by it hereunder with respect to the Outstanding Notes on the Stated Maturity of such principal or interestSecurities; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal said principal, premium, if any, Additional Amounts, if any, and interest with respect to the NotesSecurities as the same shall become due; (bii) the Company has delivered to the Trustee either (x) an Officer’s Certificate stating that all conditions precedent to such legal defeasance have been complied with, and an Opinion of Counsel to the same effect; (iii) no Default or Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as clauses (iv) and (v) of Section 5.01 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (iv) the Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized counsel acceptable to the Trustee to the effect that that, based on a ruling of the Internal Revenue Service or a change in U.S. Federal income tax law occurring after the date of this Indenture, the Holders of Notes Securities will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 7.01(b) and will be subject to federal U.S. Federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (cv) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit orand legal defeasance will not result in a breach or violation of, insofar as Sections 5.1(f) and 5.1(g) are concernedor constitute a default under, at any time during other agreement or instrument to which the period ending on the 91st day after such date of such depositCompany or any Guarantor is a party or by which it is bound; and (dvi) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating Counsel to the defeasance contemplated by effect that after the passage of 91 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. In such event, payment of the Securities may not be accelerated because of an Event of Default, Article IX and the other provisions of this Section 4.1 have been complied withIndenture shall cease to be of further effect (except as provided in the next succeeding paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging such legal defeasance. Notwithstanding the foregoing paragraphHowever, the Company’s obligations in Sections 2.42.03, 2.62.06, 2.82.07, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 3.02 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter7.01, the Company’s and the Guarantors’ obligations in Sections 4.4 6.07, 6.08 and 4.5 hereof 7.04 and the Trustee’s and Paying Agent’s obligations in Section 7.03 shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture legal defeasance with respect to the Notes except for those surviving Securities until the Securities are no longer outstanding. Thereafter, only the Company’s and the Guarantors’ obligations in Section 6.07 and the immediately preceding paragraphTrustee’s and Paying Agent’s obligations in Section 7.03 shall survive with respect to the Securities.

Legal Defeasance. The Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all obligations in respect of the Notes on the 91st day after the date of the deposit referred to in clause (a) of this Section 4.1, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notes; (b) the Company has delivered to the Trustee either (x) an Opinion of Counsel to the effect that Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Original Issue Date of such Securities such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph.

Legal Defeasance. The In addition to discharge of the Indenture pursuant to Section 4.01, the Company will shall be deemed to have paid and discharged the Company and entire indebtedness on all the Guarantors will be discharged from any and all obligations in respect Securities of the Notes such a series on the 91st day after the date of the deposit referred to in clause Clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Company’s obligations in connection therewith (including, but not limited to, Section 6.07), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of Holders of Securities of such series as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Company under Section 10.02), and the Trustee, at the expense of the Company, shall shall, upon a Company Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, “defeasance”): (a1) the The Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of Holders of the Securities of such Holders, in and to series (1A) money cash in an amount, or (2B) United States Government Obligations that, through in the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date case of any payment referred series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in this clause (a)such amounts as will insure the availability of cash, money in an amount or (3C) a combination thereof in an amount thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of (i) the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with respect to the Notesterms of the Indenture and the Securities of such series; (b2) the The Company has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, Holders of Notes the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit, defeasance and discharge had not occurred; (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service duly given pursuant to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required this Indenture or (y) a ruling directed provision therefor satisfactory to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counselshall have been made; (c4) immediately after giving effect to such deposit, on a pro forma basis, no Default or No Event of Default or event which with respect to the Notes notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(fdeposit; (5) and 5.1(g) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are concerned, at any time during in default within the period ending on the 91st day after such date meaning of such depositAct); (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound; (7) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (d) the 8) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 provision have been complied with. Notwithstanding For this purpose, such defeasance means that the foregoing paragraphCompany and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be “Outstanding” only for the Company’s purposes of Section 13.04 and the rights and obligations referred to in Sections 2.4Clauses (i) through (vii), 2.6inclusive, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture first paragraph of this Section, and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s to have satisfied all its other obligations under the Notes Securities of such series and this Indenture insofar as the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphSecurities of such series are concerned.

Legal Defeasance. The (i) On and after the date the conditions set forth in clause (ii) below are satisfied (“legal defeasance”), the Company will and the Guarantor shall be deemed to have been discharged from its obligations with respect to the Securities of any Series and this Indenture with respect to such Series. For this purpose, such legal defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the Company entire Indebtedness represented by such Outstanding Securities which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.1 and the Guarantors will be discharged from any and all obligations in respect other Sections of the Notes on the 91st day after the date of the deposit this Indenture referred to in clause clauses (aA) of this Section 4.1and (B) below, and to have satisfied all of its other obligations under such Securities, the provisions of Guarantee in respect thereof and this Supplemental Indenture will no longer be insofar as such Securities and the Guarantee in effect with respect to the Notes, thereof are concerned (and the Trustee, at the written request of and at the cost and expense of the Company, Company and the Guarantor shall execute proper instruments acknowledging the same if: same), except for the following which shall survive until otherwise terminated or discharged hereunder: (ai) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit rights of the Holders of Notessuch Outstanding Securities to receive, under solely from the terms of an irrevocable trust agreement fund described in form clause (ii)(A) and substance satisfactory to the Trustee as trust funds more fully set forth in trustsuch clause, specifically pledged to the Trustee for the benefit of such Holders as security for payment payments in respect of the principal of and interest, if any, on, and Additional Amounts, if any, with respect to, such Securities when such payments are due, (ii) the obligations of the Company, the Guarantor and the Trustee with respect to such Securities under Sections 2.8, 2.9 and 3.2 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 3.7 (but only to the Notesextent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to clause (ii)(A)), (iii) the rights, powers, trusts, immunities and indemnities of the Trustee hereunder, (iv) the rights of optional redemption and (v) this Article Ten. (ii) The following shall be the conditions to application of clause (i) above to any Outstanding Securities of or within a Series: (A) The Company or the Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee (or another Trustee satisfying the requirements of Section 6.9 who shall agree to comply with the provisions of this Section 10.1(c) applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such HoldersSecurities, in and to (1) money an amount in an amountthe required Currency in which such Securities are then specified as payable, or (2) United States Government Obligations that, applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable) which through the scheduled payment of principal, interest and principal any Additional Amounts in respect thereof in accordance with their terms, terms will provide, not later than one day before the due date of any payment referred to in this clause (a)of principal of and interest, if any, and any Additional Amounts, on such Securities, money in an amount amount, or (3) a combination thereof thereof, in any case, in an amount amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of and which shall be applied by the reinvestment of such interest and after payment of all federal, state and local taxes Trustee (or other charges qualifying Trustee) to pay and assessments in respect thereof payable by the Trusteedischarge, (y) the principal of and of, interest on and any Additional Amounts on such Outstanding Securities at the Outstanding Notes on the Stated Maturity (which may be a Redemption Date) of such principal or interest; providedinstallment of principal or interest and any Additional Amounts and (z) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the days on which such payments are due and payable in accordance with the terms of this Indenture, that of such Securities and the Trustee Guarantee in respect thereof; (B) such covenant defeasance shall have been irrevocably instructed not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to apply such money which the Company or the proceeds Guarantor is a party or by which either of them is bound (other than a default under this Indenture arising from the borrowing of funds to make such United States Government Obligations to the payment deposit); (C) no Event of such principal and interest Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and be continuing on the Notesdate of such deposit and at any time during the period ending on the 123rd day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (bD) the Company has or the Guarantor shall have delivered to the Trustee either (x) an Opinion of Counsel stating that (i) the Company or the Guarantor has received from the Internal Revenue Service a letter ruling, or there has been published by the Internal Revenue Service a revenue ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that that, and based thereon such opinion shall confirm that, the Holders of Notes such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such defeasance and will be subject to U.S. federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such option defeasance had not been exercised, which occurred; (E) the Company or the Guarantor shall have delivered to the Trustee an Opinion of Counsel shall to the effect that, after the 123rd day after the date of deposit, all money and Government Obligations (including the proceeds thereof) deposited or caused to be based upon deposited with the Trustee (and accompanied by a copy ofor other qualifying Trustee) a ruling pursuant to this clause (ii) to be held in trust will not be subject to any case or proceeding (whether voluntary or involuntary) in respect of the Internal Revenue Service to Company or the same effect unless there has been a change Guarantor under any U.S. federal or state bankruptcy, insolvency, reorganization or other similar law, or any decree or order for relief in applicable federal income tax law after respect of the Issue Date such that a ruling is no longer required Company or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of CounselGuarantor issued in connection therewith; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (dF) the Company has or the Guarantor shall have delivered to the Trustee an Officers’ Certificate or a Guarantor’s Officer’s Certificate, as the case may be, and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by under clause (c) of this Section 4.1 10.1 have been complied with. Notwithstanding ; and (G) notwithstanding any other provisions of this Section 10.1(c), such defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the foregoing paragraph, Company or the Company’s obligations Guarantor in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and connection therewith pursuant to Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph2.3.

Legal Defeasance. The Company will Upon the Issuer’s exercise of the option specified in Section 10.3 applicable to this Section with respect to the Securities of or within a series, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities and any Coupons appertaining thereto on and after the date the conditions set forth in Section 10.6 are satisfied (hereinafter “legal defeasance”). For this purpose, such legal defeasance means that the Issuer shall be deemed to have paid and discharged the Company entire indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the Guarantors will be discharged from any and all obligations in respect other Sections of the Notes on the 91st day after the date of the deposit this Indenture referred to in clause (ab) of this Section 4.1Section, and the provisions of to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto and this Supplemental Indenture will no longer be in effect with respect to the Notes, insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the CompanyIssuer, shall on an Issuer Order execute proper instruments acknowledging the same if: same), except the following which shall survive until otherwise terminated or discharged hereunder: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit rights of the Holders of Notessuch Securities and any Coupons appertaining thereto to receive, under solely from the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds described in trustSection 10.6(a) and as more fully set forth in such Section, specifically pledged to the Trustee for the benefit of such Holders as security for payment payments in respect of the principal of of, premium, if any, and interest, if any, on such Securities or any Coupons appertaining thereto when such payments are due; (b) the NotesIssuer’s obligations with respect to such Securities under Sections 2.8, 2.9, 3.2 and dedicated solely to, the benefit of such Holders, in 3.3 and to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in with respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest additional amounts, if any, payable with respect to the Notes; such Securities as specified pursuant to Section 2.3; (bc) the Company has delivered to rights, powers, trusts, duties and immunities of the Trustee either hereunder and (xd) an Opinion of Counsel this Article 10. Subject to compliance with this Article 10, the effect that Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of Issuer may exercise its option under this Section notwithstanding the Company’s prior exercise of its option under this Section 4.1 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default 10.5 with respect to the Notes shall have occurred such Securities and be continuing on the date any Coupons appertaining thereto. Following a legal defeasance, payment of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date Securities may not be accelerated because of such deposit; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion Event of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphDefault.

Legal Defeasance. The In addition to discharge of the Indenture pursuant to Section 401, the Company will shall be deemed to have paid and discharged the Company and entire indebtedness on all the Guarantors will be discharged from any and all obligations in respect Securities of the Notes such a series on the 91st day after the date of the deposit referred to in clause Clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Company's right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Company's obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of Holders of Securities of such series as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Company under Section 1002), and the Trustee, at the expense of the Company, shall shall, upon a Company Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, "defeasance"): (a1) the The Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of Holders of the Securities of such Holders, in and to series (1A) money cash in an amount, or (2B) United States Government Obligations that, through in the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date case of any payment referred series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in this clause (a)such amounts as will insure the availability of cash, money in an amount or (3C) a combination thereof in an amount thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of (i) the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with respect to the Notesterms of the Indenture and the Securities of such series; (b2) the The Company has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, Holders of Notes the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit, defeasance and discharge had not occurred; (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service duly given pursuant to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required this Indenture or (y) a ruling directed provision therefor satisfactory to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counselshall have been made; (c4) immediately after giving effect to such deposit, on a pro forma basis, no Default or No Event of Default or event which with respect to the Notes notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(fdeposit; (5) and 5.1(g) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are concerned, at any time during in default within the period ending on the 91st day after such date meaning of such depositAct); (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound; (7) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (d) the 8) The Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 provision have been complied with. Notwithstanding For this purpose, such defeasance means that the foregoing paragraphCompany and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be "Outstanding" only for the Company’s purposes of Section 1304 and the rights and obligations referred to in Sections 2.4Clauses (i) through (vii), 2.6inclusive, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture first paragraph of this Section, and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s to have satisfied all its other obligations under the Notes Securities of such series and this Indenture insofar as the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphSecurities of such series are concerned.

Legal Defeasance. The Company will (a) Upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Issuer and any Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes (and any Note Guarantees) on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the Company entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the Guarantors will be discharged from any and all obligations in respect other Sections of the Notes on the 91st day after the date of the deposit this Indenture referred to in clause Section 8.02(a)(1) and (a) of this Section 4.12), and to have satisfied all of its other obligations under the provisions Notes and this Indenture, including that of this Supplemental Indenture will no longer be in effect with respect to the Notes, any Subsidiary Guarantors (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same ifsame), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit rights of the Holders of Notes, under the terms of an irrevocable trust agreement outstanding Notes to receive payments in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment respect of the principal of and of, or premium or interest, if any, on on, such Notes when such payments are due from the Notes, and dedicated solely to, the benefit of such Holders, trust created pursuant to this Indenture referred to in and to (1) money in an amount, Section 8.04; (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s (and any Subsidiary Guarantors’) obligations in connection therewith; and (4) this Section 8.02. (b) Following the Company has delivered to the Trustee either (x) an Opinion Issuer’s exercise of Counsel to the effect that Holders of Notes will not recognize incomeits Legal Defeasance option, gain or loss for federal income tax purposes as a result payment of the Company’s Notes may not be accelerated because of an Event of Default. If the Issuer exercises its Legal Defeasance option, the Note Guarantees in effect at such time shall terminate. (c) Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under this Section 4.1 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph8.03.

Legal Defeasance. The After the 91st day following the deposit referred to in clause (1) of this Section 8.02, the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all its obligations in respect of the Notes on the 91st day after the date of the deposit referred to and this Indenture, other than its obligations in clause (a) of this Section 4.1Article 2 and Sections 4.02, 7.07, 7.08, 8.05 and 8.06, and each Guarantor’s obligations under its Note Guarantee will terminate, provided the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a1) the The Company has irrevocably deposited or caused to be irrevocably deposited in trust with the Trustee and conveyed all rightTrustee, title and interest to the Trustee as trust funds solely for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) United States or U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification certificate thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federalany reinvestment, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the to pay principal of and interest on the Outstanding Notes to final Stated Maturity or redemption, as the case may be, provided that any redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee. (2) No Default has occurred and is continuing on the Stated Maturity date of such principal the deposit or interest; provided, that occurs at any time during the Trustee shall have been irrevocably instructed to apply such money or 91-day period following the proceeds of such United States Government Obligations deposit (other than a Default relating to the payment borrowing of funds to make such principal and interest with respect to the Notes;deposit). (b3) The deposit will not result in a breach or violation of, or constitute a default under any agreement or instrument (other than this Indenture) to which the Company is a party or by which it is bound. (4) The Company has delivered to the Trustee either (x) an Opinion of Counsel a ruling received from the Internal Revenue Service to the effect that the Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) an Opinion of Counsel, based on a ruling directed to change in law after the Trustee received from the Internal Revenue Service date of this Indenture, to the same effect as the aforementioned Opinion of Counsel;ruling described in clause (x). (c5) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding Prior to the foregoing paragraphend of the 91-day period, none of the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial under this Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstandingwill be discharged. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall will acknowledge in writing the discharge of the Company’s obligations under the Notes and the this Indenture with respect to the Notes except for those the surviving obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The After the 91st day following the deposit referred to in Section 9.01, the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all its obligations in respect of the Notes on of any series and the 91st day after the date of the deposit referred to Indenture, other than its obligations in clause Article 2 and Sections 3.01, 3.02, 7.07, 7.10, and as set forth in clauses (ai) through (vi) of this Section 4.1, and 9.01; provided that the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trustfor the purpose of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, to the benefit benefits of such Holders, the holders of the Notes of a series in and cash or Governmental Obligations or a combination thereof (other than moneys repaid by the Trustee or any paying agent to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof Company in accordance with their terms, will provide, not later than one day before the due date of any payment referred to Section 9.06) in this clause (a), money in an amount or (3) a combination thereof in an amount sufficienteach case sufficient without reinvestment, in the written opinion of a nationally internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration and which shall be applied by the Trustee to pay and discharge, all of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect when due at maturity or on a Redemption Date or if the Company has made irrevocable arrangements satisfactory to the NotesTrustee for the giving of notice of redemption by the Trustee in the Company’s name and at the Company’s expense; (b) the Company has delivered to the Trustee either (x) an Opinion of Counsel to stating that, as a result of an IRS ruling or a change in applicable federal income tax law, the effect holders of the Notes of that Holders of Notes series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 deposit, defeasance and discharge to be effected and will be subject to the same federal income tax on the same amount and in the same manner and at the same times as would have been be the case if such option had the deposit, defeasance and discharge did not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counseloccur; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the outstanding Notes shall have of that series has occurred and be is continuing at the time of such deposit after giving effect to the deposit or, in the case of legal defeasance, no default relating to bankruptcy or insolvency has occurred and is continuing at any time on or before the 91st day after the date of such deposit ordeposit, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on it being understood that this condition is not deemed satisfied until after the 91st day after such date day; (d) the defeasance will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all Notes of a series were in default within the meaning of such depositAct; (e) the deposit will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound; (f) the defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or exempt from registration; and (dg) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding ; Prior to the foregoing paragraphend of the 91-day period, none of the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of under the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstandingwill be discharged. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those the surviving obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The Except as otherwise provided for the Securities of any series, the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all obligations in respect of the Notes Securities of any series on the 91st day after the date of the deposit referred to in clause (a) of this Section 4.18.02, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the NotesSecurities of such series, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesSecurities of such series, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the NotesSecurities of such series, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes outstanding Securities of such series on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesSecurities of such series; (b) the Company has delivered to the Trustee either (x) an Opinion of Counsel to the effect that Holders of Notes Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 8.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Original Issue Date of such Securities such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f6.01(e) and 5.1(g6.01(f) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 8.02 have been complied with. Notwithstanding the foregoing paragraphforegoing, prior to the end of the 91-day period referred to in clause (c) of this Section 8.02, none of the Company’s obligations under this Indenture with respect to the Securities of such series shall be discharged. Subsequent to the end of such 91-day period with respect to this Section 8.02, the Company’s obligations in Sections 2.42.02, 2.62.03, 2.83.03, 2.93.07, 2.108.04, 2.128.05, 2.138.06 and the rights, 4.1powers, 4.2trusts, 11.2 duties and 11.6 immunities of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof Trustee hereunder shall survive such satisfaction and discharge until the Notes Securities of such series are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall surviveoutstanding. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes Securities of such series and the this Indenture with respect to the Notes Securities of such series except for those surviving obligations in the immediately preceding paragraph.

Legal Defeasance. The Company will In addition to discharge of this Indenture pursuant to Section 401, the Partnership shall be deemed to have paid and discharged the Company and entire indebtedness on all the Guarantors will be discharged from any and all obligations in respect Securities of the Notes such a series on the 91st day after the date of the deposit referred to in clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Partnership's right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Partnership's obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Partnership under Section 1002), and the Trustee, at the expense of the CompanyPartnership, shall shall, upon a Partnership Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, "defeasance"): (a1) the Company The Partnership has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holders, in and to series (1A) money cash in an amount, or (2B) United States Government Obligations that, through in the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date case of any payment referred series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in this clause (a), money such amounts as will insure the availability of cash in an amount amount, or (3C) a combination thereof in an amount thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of (i) the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with respect to the Notesterms of this Indenture and the Securities of such series; (b2) the Company The Partnership has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (A) the Partnership has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, the Holders of Notes the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit, defeasance and discharge had not occurred; (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service duly given pursuant to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required this Indenture or (y) a ruling directed provision therefor satisfactory to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counselshall have been made; (c4) immediately after giving effect to such deposit, on a pro forma basis, no Default or No Event of Default or event which with respect to the Notes notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit; (5) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act); (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Partnership is a party or by which it is bound; (7) Such defeasance shall not result in the trust arising from such deposit orconstituting an "investment company" within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (8) The Partnership has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with. For this purpose, such defeasance means that the Partnership, the Guarantor and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1304 and the rights and obligations referred to in clauses (i) through (vii), inclusive, of the first paragraph of this Section 1302, and to have satisfied all its other obligations under the Securities of such series and this Indenture insofar as Sections 5.1(f) and 5.1(g) the Securities of such series are concerned. Notwithstanding the foregoing, at any if an Event of Default specified in Section 501(5) or 501(6), or an event which with lapse of time would become such an Event of Default, shall occur during the period ending on the 91st day after such the date of the deposit referred to in clause (1) or, if longer, ending on the day following the expiration of the longest preference period applicable to the Partnership in respect of such deposit; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to then, effective upon such occurrence, the defeasance contemplated by pursuant to this Section 4.1 have been complied with. Notwithstanding 1302 and such deposit shall be rescinded and annulled, and the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable depositPartnership, the Trustee upon request shall acknowledge in writing and the discharge Holders of the Company’s obligations under the Notes and the Indenture with respect Securities of such series shall be restored to the Notes except for those surviving obligations in the immediately preceding paragraphtheir former positions.

Legal Defeasance. The Company Issuer may, at its option and at any time, elect to have all of its obligations and the obligations of the Guarantors discharged with respect to a series of Securities outstanding on a date the conditions set forth in Section 9.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will be deemed to have paid and discharged the Company and entire indebtedness represented by the Guarantors will be discharged from any and all obligations in respect outstanding Securities of the Notes on the 91st day after the date applicable series and to have satisfied all their other obligations under such series of the deposit referred to in clause Securities and this Indenture insofar as such series of Securities are concerned (a) of this Section 4.1, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the CompanyIssuer, shall shall, subject to Section 9.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and the Issuer acknowledging the same ifsame), except for the following which shall survive until otherwise terminated or discharged hereunder: (a1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit rights of the Holders of Notesa series of Securities outstanding under this Indenture to receive solely from the trust described in Section 9.04 and as more fully set forth in Section 9.04, under the terms of an irrevocable trust agreement payments in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment respect of the principal of and interestamount of, premium, if any, and interest on such series of Securities when such payments are due, (2) the NotesIssuer’s obligations with respect to such Securities under Article Two and Sections 4.02, 4.03 and 4.05, (3) the rights, powers, trusts, duties, and dedicated solely immunities of the Trustee hereunder (including claims of, or payments to, the benefit Trustee under or pursuant to Section 7.07) and the Issuer’s obligations in connection therewith, and (4) this Article Nine. Concurrently with any Legal Defeasance, the Issuer may, at its further option, cause to be terminated, as of the date on which such HoldersLegal Defeasance occurs, in all of the obligations under any or all of the Guarantees with respect to such series of Securities, if any, then existing and to (1) money in an amount, (2) United States Government Obligations that, through obtain the payment release of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date Guarantees of any payment or all Guarantors with respect to such series of Securities. In order to exercise such option regarding a Guarantee, the Issuer shall provide the Trustee with written notice of its desire to terminate such Guarantee prior to the delivery of the Opinions of Counsel referred to in Section 9.04. Subject to compliance with this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the TrusteeArticle Nine, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Issuer may exercise its option under this Section 9.02 with respect to the Notes; (b) Securities of a series notwithstanding the Company has delivered to the Trustee either (x) an Opinion of Counsel to the effect that Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s prior exercise of its option under this Section 4.1 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default 9.03 below with respect to the Notes shall have occurred and be continuing on the date Securities of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphseries.

Legal Defeasance. The Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all obligations in respect of the Notes on the 91st day after the date of the deposit referred to in clause (a) of this Section 4.1, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notes; (b) the Company has delivered to the Trustee either (x) an Opinion of Counsel to the effect that Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing continu- ing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph.

Legal Defeasance. The Company will be deemed In addition to have paid the provisions of Section 9.01(a) and (b), the Company may, provided that no Default has occurred and the Guarantors will be discharged from is continuing or would arise therefrom (or, with respect to a Default specified in Section 6.01(h) or (i), any and all obligations in respect of the Notes time on or prior to the 91st calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day)) and provided that no default under any Senior Debt would result therefrom, terminate all of its substantive obligations and all of the deposit referred to substantive obligations of the Guarantors, if any, in clause (a) respect of this Section 4.1, the Securities and the provisions Guarantees (including the Company's obligation to pay the principal of this Supplemental Indenture will no longer be in effect and interest on the Securities and such Guarantors' guarantee thereof) by (i) depositing with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trustagreement, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) or United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause sufficient (a), money in an amount or (3without reinvestment) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest remaining indebtedness on the Outstanding Notes on the Stated Maturity of such principal Securities to maturity or interest; providedto redemption, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notes; (bii) the Company has delivered delivering to the Trustee either (x) an Opinion of Counsel a ruling directed to the Trustee from the Internal Revenue Service to the effect that the Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and termination of obligations or an Opinion of Counsel based upon such a ruling addressed to the Trustee or a change in the applicable Federal tax law since the date of this Indenture, to such effect, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the Company’s 's exercise of its option under this Section 4.1 and paragraph will be subject to federal income tax on the same amount and not result in the same manner and at the same times as would have been the case if such option had not been exercisedCompany, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from or the Internal Revenue Service trust created by the Company's deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the same effect Investment Company Act of 1940, as the aforementioned Opinion of Counsel; amended, and (civ) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered delivering to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in Counsel each case stating that there has been compliance with all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphherein.

Legal Defeasance. The Company will and the Note Guarantors shall be deemed to have paid and the Company and the Guarantors will be discharged from any and all obligations in respect of this Indenture and the Notes and the related Note Guarantees and have Liens on the 91st day after Collateral securing the Notes released on the date of the deposit referred to in clause (a) of this Section 4.18.2, and the provisions of this Supplemental Indenture will shall no longer be in effect with respect to the Notes(“Legal Defeasance”), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same ifsame, except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (a) below payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due, (ii) the Company’s obligations with respect to the Notes under Article 2 and Section 4.2 hereof, (iii) the rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder, including, without limitation, Section 7.7 hereof and the Company’s obligations in connection therewith and (iv) this Section 8.2. Subject to compliance with this Section 8.2, the Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof. The following conditions shall apply to Legal Defeasance: (a) the Company has irrevocably deposited or caused to be shall have irrevocably deposited with the Trustee and conveyed all rightTrustee, title and interest to the Trustee in trust, for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely tocash in U.S. dollars, the benefit of such HoldersGovernment Securities, or a combination thereof, in and to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and dischargethe principal of, without consideration of the reinvestment of such or interest and after payment of all federalpremium, state and local taxes or other charges and assessments in respect thereof payable by the Trusteeif any, the principal of and interest on the Outstanding outstanding Notes on the Stated Maturity of such principal or interest; providedon the applicable Redemption Date, that as the Trustee shall have been irrevocably instructed case may be, and the Company must specify whether the Notes are being defeased to apply such money their Stated Maturity or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notesa particular Redemption Date; (b) the Company has shall have delivered to the Trustee either (x) an Opinion of Counsel (based on a ruling received from or published by the United States Internal Revenue Service or a change in the applicable U.S. federal income tax law since the date of this Indenture) in the United States reasonably acceptable to the Trustee to the effect that Holders the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such Legal Defeasance and will be subject to U.S. federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such option Legal Defeasance had not been exercised, which occurred; (c) the Company shall have delivered to the Trustee either (i) an Opinion of Counsel shall be in Canada reasonably acceptable to the Trustee to the effect that, based upon (Canadian law then in effect and accompanied by a copy of) a ruling having regard to any applicable proposed amendments thereto which have been publicly announced prior to the date of such defeasance, the beneficial owners of the Internal Revenue Service outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial or other tax purposes, as a result of such Legal Defeasance and will be subject to Canadian taxes on the same effect unless there has amounts and in the same manner and at the same time as would have been a change in applicable federal income tax law after the Issue Date case if such that a ruling is no longer required Legal Defeasance had not occurred or (yii) a ruling directed to the Trustee received from the Internal Revenue Service tax authorities of Canada to the same effect as the aforementioned Opinion of CounselCounsel described in clause (i) above; (cd) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during (other than a Default or an Event of Default resulting from the period ending on the 91st day after such date borrowing of funds to be applied to such deposit); (e) the Legal Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; and (df) the Company has delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 Legal Defeasance have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the this Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.2(b) hereof with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) shall become due and payable upon maturity or 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.

Legal Defeasance. The Company After the 91st day following the deposit referred to in Section 9.02(a), the Issuer will be deemed to have paid and the Company and the Guarantors will be discharged from any and all its obligations in respect of the Notes on Securities of any series and the 91st day after the date Indenture, other than its obligations in Article 2 and Sections 3.01, 3.02, 5.07, 5.11, and: (1) rights of the deposit referred to in clause (a) registration of this Section 4.1transfer and exchange of Securities of such series, and the provisions Issuer’s right of this Supplemental Indenture will no longer be in effect optional redemption, if any; (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities; (3) rights of Holders to receive payments when due of principal thereof and interest thereon; (4) the rights, powers, trusts, duties and immunities of the Trustee hereunder; (5) the rights of the Holders of such series as beneficiaries hereof with respect to the Notes, and Property so deposited with the Trustee, at Trustee payable to all or any of them; and (6) the expense rights of the CompanyIssuer to be repaid any money pursuant to Sections 9.05 and 9.06, shall execute proper instruments acknowledging provided the same iffollowing conditions have been satisfied: (a) the Company The Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trustfor the purpose of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, to the benefit benefits of such Holders, the Holders of the Securities of a series in and cash or Governmental Obligations or a combination thereof (other than moneys repaid by the Trustee or any paying agent to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof Issuer in accordance with their terms, will provide, not later than one day before the due date of any payment referred to Section 9.06) in this clause (a), money each case in an amount or (3) a combination thereof in an amount sufficientsufficient without reinvestment, in the written opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration and which shall be applied by the Trustee to pay and discharge, all of the reinvestment of such principal, interest and after payment any premium at due date or maturity or if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of all federal, state and local taxes or other charges and assessments in respect thereof payable notice of redemption by the TrusteeTrustee in the Issuer’s name and at the Issuer’s expense, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notesredemption date; (b) the Company The Issuer has delivered to the Trustee either (x) an Opinion of Counsel to stating that, as a result of an IRS ruling or a change in applicable federal income tax law, the effect that Holders of Notes the Securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 deposit, defeasance and discharge to be effected and will be subject to the same federal income tax on the same amount and in the same manner and at the same times as would have been be the case if such option had the deposit, defeasance and discharge did not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counseloccur; (c) immediately No default with respect to the outstanding Securities of that series has occurred and is continuing at the time of such deposit after giving effect to such depositthe deposit or, on a pro forma basisin the case of legal defeasance, no Default default relating to bankruptcy or Event of Default with respect to the Notes shall have insolvency has occurred and be is continuing at any time on or before the 91st day after the date of such deposit or(other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings), insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on it being understood that this condition is not deemed satisfied until after the 91st day after such date day; (d) The defeasance will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all Securities of a series were in default within the meaning of such depositAct; (e) The defeasance will not result in a breach or violation of, or constitute a default under, the Indenture (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings), or any other material agreement or instrument to which the Issuer is a party or by which it is bound; (f) The defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or exempt from registration; and (dg) the Company The Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding ; Prior to the foregoing paragraphend of the 91-day period, none of the CompanyIssuer’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of under the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstandingwill be discharged. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall will acknowledge in writing the discharge of the CompanyIssuer’s obligations under the Notes Securities and the Indenture with respect to the Notes except for those the surviving obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and Guarantor may, subject as provided herein, terminate by legal defeasance all of their obligations in respect of the Notes on the 91st day after the date of the deposit referred to in clause (a) of this Section 4.1, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense any series of the Company, shall execute proper instruments acknowledging the same Securities if: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or such other entity directed, designated or appointed by the Company and conveyed all right, title and interest reasonably acceptable to the Trustee acting for the Trustee for this purpose) as trust funds in trust for the purpose of making the following payments dedicated solely to the benefit of the Holders of Notes, under the terms such series of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to Securities (1A) money cash in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3B) U.S. Government Obligations, or (C) a combination thereof in an amount thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (or such other entity directed, designated or appointed by the Company and reasonably acceptable to the Trustee acting for the Trustee for this purpose), to pay and dischargepay, without consideration of the reinvestment of any such interest amounts and after payment of all federal, state and local taxes or other charges and or assessments in respect thereof payable by the TrusteeTrustee (or such other entity directed, designated or appointed by the Company and reasonably acceptable to the Trustee acting for the Trustee for this purpose), the principal of and interest premium, if any, Additional Amounts, if any and interest, if any, on the Outstanding Notes all Securities of that series on the Stated Maturity of each date that such principal principal, premium, if any, Additional Amounts, if any, or interest, if any, is due and payable and to pay all other sums payable by it hereunder; provided, provided that the Trustee (or such other entity directed, designated or appointed by the Company and reasonably acceptable to the Trustee acting for the Trustee for this purpose) shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal said principal, premium, if any, Additional Amounts, if any, and interest interest, if any, with respect to the NotesSecurities of that series as the same shall become due; (b) the Company has delivered to the Trustee either (x) an Officers’ Certificate stating that all conditions precedent to such legal defeasance have been complied with, and an Opinion of Counsel to the same effect; (c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Section 5.01(iv) and Section 5.01(v) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period) with respect to such series of Securities; (d) the Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized counsel acceptable to the Trustee to the effect that that, based on a Revenue Ruling of the Internal Revenue Service or a private letter ruling of the Internal Revenue Service issued to the Company or the relevant Guarantor or a change in U.S. Federal income tax law occurring after the date of this Indenture, the Holders of Notes such series of Securities will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 7.02 and will be subject to federal U.S. Federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (ce) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit orand legal defeasance will not result in a breach or violation of, insofar as Sections 5.1(f) and 5.1(g) are concernedor constitute a default under, at any time during other agreement or instrument to which the period ending on the 91st day after such date of such depositCompany or any Guarantor is a party or by which it is bound; and (df) such deposit and legal defeasance shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In such event, payment of the series of Securities may not be accelerated because of an Event of Default, Article Nine, Article Fourteen and the other provisions of this Indenture shall cease to be of further effect with respect to that series of Securities (except as provided in the next succeeding paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging such legal defeasance. However, the obligations of the Company has delivered to in Section 2.04, Section 2.07, Section 2.08, Section 3.02 and this Section 7.02, the obligations of the Company and any Guarantor in Section 6.07, Section 6.08 and Section 7.07 and the obligations of the Trustee an Officers’ Certificate and an Opinion of Counsel, the Paying Agent in each case stating that all conditions precedent provided for herein relating to Section 7.06 shall survive such legal defeasance until the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 Securities of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes applicable series are no longer Outstandingoutstanding. Thereafter, only the Company’s obligations of the Company and any Guarantor in Sections 4.4 Section 6.07 and 4.5 hereof the obligations of the Trustee and the Paying Agent in Section 7.06 shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphsuch series of Securities. The Company may exercise its option under this Section 7.02 notwithstanding its prior exercise of its Covenant Defeasance option under Section 7.03.

Legal Defeasance. The Upon making the deposit referred to in Section 8.02(a), the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all their obligations in respect of the Notes on Notes, this Indenture, the 91st day after Secured Note Guarantees and the date of the deposit referred to Security Documents, other than their obligations in clause Article 2 and Sections 4.01, 4.02, 7.07, 7.08 and as set forth in clauses (ai) through (vi) of this Section 4.1, and 8.01; provided that the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trustfor the purpose of making the following payments, specifically pledged dedicated solely to the Trustee for the benefit of such Holders as security for payment the holders of the principal of and interest, if any, on Notes in cash or Governmental Obligations or a combination thereof (other than moneys repaid by the Notes, and dedicated solely to, Trustee or any Paying Agent to the benefit of such Holders, in and to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof Company in accordance with their terms, will provide, not later than one day before the due date of any payment referred to Section 8.06) in this clause (a), money in an amount or (3) a combination thereof in an amount sufficienteach case sufficient without reinvestment, in the written opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration and which shall be applied by the Trustee to pay and discharge, all of the reinvestment principal, premium (if any) and interest when the same becomes due and payable at Stated Maturity, upon optional redemption, upon required repurchase or otherwise or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of such interest and after payment notice of all federal, state and local taxes or other charges and assessments in respect thereof payable redemption by the Trustee, Trustee in the principal of Company‟s name and interest on at the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesCompany‟s expense; (b) unless the Notes have become due and payable or will become due and payable at Stated Maturity or upon redemption within one year and, in the case of redemption, the Company has entered into arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name of the Trustee, the Company has delivered to the Trustee either (x) an Opinion of Counsel to stating that, as a result of an IRS ruling or a change in applicable U.S. federal income tax law, the effect that Holders holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 deposit, defeasance and discharge to be effected and will be subject to the same federal income tax on the same amount and amounts, in the same manner and at the same times as would have been be the case if such option had the deposit, defeasance and discharge did not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counseloccur; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the outstanding Notes shall have has occurred and be is continuing on at the date time of such deposit orafter giving effect to the deposit; (d) the defeasance will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during assuming all Notes were in default within the period ending on the 91st day after such date meaning of such depositAct; (e) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or material instrument (other than this Indenture and the Notes) to which the Company is a party or by which it is bound; and (df) the Company has delivered to the Trustee an Officers’ Officers‟ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding Upon and following the satisfaction of the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable depositconditions, the Trustee upon request shall will acknowledge in writing the discharge of the Company’s obligations under Indenture, the Notes and the Indenture with respect to Secured Note Guarantees and the Notes release of the Liens securing the Secured Note Guarantees except for those the surviving obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The Upon making the deposit referred to in Section 11.02(a), the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all its obligations in respect of the Notes on the 91st day after the date a series of the deposit referred to in clause (a) of Securities and this Section 4.1, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notessuch series of Securities, and the Trustee, at the expense of other than the Company, shall execute proper instruments acknowledging ’s obligations in Article 2 and Sections 4.01 and as set forth in clauses (i) through (vii) of Section 11.01; provided that the same iffollowing conditions have been satisfied: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trustfor the purpose of making the following payments, specifically pledged dedicated solely to the Trustee for benefits of the benefit holders of the Securities of such Holders as security for payment of series in cash or Governmental Obligations or a combination thereof (other than moneys repaid by the principal of and interest, if any, on Trustee or any paying agent to the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof Company in accordance with their terms, will provide, not later than one day before the due date of any payment referred to Section 11.06) in this clause (a), money in an amount or (3) a combination thereof in an amount sufficienteach case sufficient without reinvestment, in the written opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration and which shall be applied by the Trustee to pay and discharge, all of the reinvestment principal, premium (if any) and interest when the same becomes due and payable at stated maturity, upon optional redemption, upon required repurchase or otherwise (and, in the case of such interest and after payment optional redemption, the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of all federal, state and local taxes or other charges and assessments in respect thereof payable notice of redemption by the Trustee, Trustee in the principal of Company’s name and interest on at the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesCompany’s expense); (b) unless the Securities of such series have become due and payable or will become due and payable at stated maturity or upon redemption within one year and, in the case of redemption, the Company has entered into arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name of the Trustee, the Company has delivered to the Trustee either (x) an Opinion of Counsel to stating that, as a result of an IRS ruling or a change in applicable U.S. federal income tax law, the effect that Holders holders of Notes the Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 deposit, defeasance and discharge to be effected and will be subject to the same federal income tax on the same amount and tax, in the same manner and at the same times times, as would have been be the case if such option had the deposit, defeasance and discharge did not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counseloccur; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default default or Event of Default with respect to the Notes shall have outstanding Securities of such series has occurred and be is continuing on at the date time of such deposit orafter giving effect to the deposit; (d) the defeasance will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date assuming all Securities of such depositseries were in default within the meaning of such Act; (e) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or material instrument (other than this Indenture and the Securities) to which the Company is a party or by which it is bound; and (df) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding If the foregoing paragraphconditions are met, the Company’s obligations in Sections 2.4Trustee, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 on demand and 11.6 of at the Initial Indenture cost and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge expense of the Company’s obligations under , shall execute such instruments reasonably requested by and prepared by the Notes Company acknowledging such defeasance and the discharge of this Indenture with respect to the Notes Securities of such series and the Securities of such series except for those the surviving obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The After the 91st day following the deposit referred to in Section 9.02(a), the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all its obligations in respect of the Notes on Securities of any series and the 91st day after the date of the deposit referred to Indenture, other than its obligations in clause Article 2 and Sections 3.02, 7.07, 7.10, and as set forth in clauses (ai) through (vi) of this Section 4.1, and 9.01(c); provided that the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trustfor the purpose of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, to the benefit benefits of the holders of the Securities of such Holders, series in and cash or Governmental Obligations or a combination thereof (other than moneys repaid by the Trustee or any paying agent to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof Company in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (aSection 9.06), money in an amount or (3) a combination thereof in an amount sufficienteach case sufficient without reinvestment, in the written opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable which shall be applied by the TrusteeTrustee to pay and discharge, all of the principal of and interest on such Securities when due at or prior to maturity or if the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that Company has made irrevocable arrangements satisfactory to the Trustee shall have been irrevocably instructed to apply such money for the giving of notice of redemption by the Trustee in the Company’s name and at the Company’s expense, due on or the proceeds of such United States Government Obligations prior to the payment of such principal and interest with respect to the Notesredemption date; (b) the Company has delivered to the Trustee either (x) an Opinion of Counsel to stating that, as a result of an IRS ruling or a change in applicable federal income tax law, the effect holders of the Securities of that Holders of Notes series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 deposit, defeasance and discharge to be effected and will be subject to the same federal income tax on the same amount and in the same manner and at the same times as would have been be the case if such option had the deposit, defeasance and discharge did not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counseloccur; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have Outstanding Securities of that series has occurred and be is continuing at the time of such deposit after giving effect to the deposit or, in the case of legal defeasance, no default relating to bankruptcy or insolvency has occurred and is continuing at any time on or before the 91st day after the date of such deposit ordeposit, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on it being understood that this condition is not deemed satisfied until after the 91st day after such date day; (d) the defeasance will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all Securities of such depositseries were in default within the meaning of such Act; (e) the deposit will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound; (f) the defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or exempt from registration; and (dg) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding Prior to the foregoing paragraphend of the 91-day period, none of the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of under the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstandingwill be discharged. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall will acknowledge in writing the discharge of the Company’s obligations under the Notes such Securities and the Indenture with respect to the Notes such Securities except for those the surviving obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and Guarantor may, subject as provided herein, terminate by legal defeasance all of their obligations in respect of the Notes on the 91st day after the date of the deposit referred to in clause (a) of this Section 4.1, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense any series of the Company, shall execute proper instruments acknowledging the same Securities if: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or such other entity directed, designated or appointed by the Company and conveyed all right, title and interest reasonably acceptable to the Trustee acting for the Trustee for this purpose) as trust funds in trust for the purpose of making the following payments dedicated solely to the benefit of the Holders of Notes, under the terms such series of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to Securities (1A) money cash in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3B) U.S. Government Obligations, or (C) a combination thereof in an amount thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (or such other entity directed, designated or appointed by the Company and reasonably acceptable to the Trustee acting for the Trustee for this purpose), to pay and dischargepay, without consideration of the reinvestment of any such interest amounts and after payment of all federal, state and local taxes or other charges and or assessments in respect thereof payable by the TrusteeTrustee (or such other entity directed, designated or appointed by the Company and reasonably acceptable to the Trustee acting for the Trustee for this purpose), the principal of and interest premium, if any, Additional Amounts, if any and interest, if any, on the Outstanding Notes all Securities of that series on the Stated Maturity of each date that such principal principal, premium, if any, Additional Amounts, if any, or interest, if any, is due and payable and to pay all other sums payable by it hereunder; provided, provided that the Trustee (or such other entity directed, designated or appointed by the Company and reasonably acceptable to the Trustee acting for the Trustee for this purpose) shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal said principal, premium, if any, Additional Amounts, if any, and interest interest, if any, with respect to the NotesSecurities of that series as the same shall become due; (b) the Company has delivered to the Trustee either (x) an Officers’ Certificate stating that all conditions precedent to such legal defeasance have been complied with, and an Opinion of Counsel to the same effect; (c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Section 5.01(iv) and Section 5.01(v) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period) with respect to such series of Securities; (d) the Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized counsel acceptable to the Trustee to the effect that that, based on a Revenue Ruling of the Internal Revenue Service, a private letter ruling of the Internal Revenue Service issued to the Company or the relevant Guarantor or a change in U.S. Federal income tax law occurring after the date of this Indenture, the Holders of Notes such series of Securities will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 7.02 and will be subject to federal U.S. Federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (ce) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit orand legal defeasance will not result in a breach or violation of, insofar as Sections 5.1(f) and 5.1(g) are concernedor constitute a default under, at any time during other agreement or instrument to which the period ending on the 91st day after such date of such depositCompany or any Guarantor is a party or by which it is bound; and (df) such deposit and legal defeasance shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In such event, payment of the series of Securities may not be accelerated because of an Event of Default, Article Nine and the other provisions of this Indenture shall cease to be of further effect with respect to that series of Securities (except as provided in the next succeeding paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging such legal defeasance. However, the obligations of the Company has delivered to in Section 2.04, Section 2.07, Section 2.08, Section 3.02 and this Section 7.02, the obligations of the Company and any Guarantor in Section 6.07, Section 6.08 and Section 7.07 and the obligations of the Trustee an Officers’ Certificate and an Opinion of Counsel, the Paying Agent in each case stating that all conditions precedent provided for herein relating to Section 7.06 shall survive such legal defeasance until the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 Securities of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes applicable series are no longer Outstandingoutstanding. Thereafter, only the Company’s obligations of the Company and any Guarantor in Sections 4.4 Section 6.07 and 4.5 hereof the obligations of the Trustee and the Paying Agent in Section 7.06 shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphsuch series of Securities. The Company may exercise its option under this Section 7.02 notwithstanding its prior exercise of its Covenant Defeasance option under Section 7.03.

Legal Defeasance. (a) The Company will and the Guarantors shall be deemed to have paid been discharged from their obligations with respect to all of the outstanding Securities of any series and the Company and the Guarantors will be discharged from any and all obligations in respect of the Notes related Guarantees on the 91st day after the date of the deposit referred to in clause subparagraph (ad) of this Section 4.1hereof, and the provisions of this Supplemental Indenture will Indenture, as it relates to such series of outstanding Securities and the related Guarantees, shall no longer be in effect with respect to the Notes, (and the Trustee, at the expense of the Company, shall shall, upon the request of the Company, execute proper instruments acknowledging the same ifsame), except as to: (i) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (a) hereof, payments of the principal of or interest on the outstanding Securities of such series on the date such payments are due; (ii) the Company’s obligations with respect to the Securities of such series under Sections 2.04, 2.05, 2.07, 2.08 and 2.10 hereof; and (iii) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 8.02 hereof and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied: (a) the Company has irrevocably deposited shall have deposited, or caused to be deposited, irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and conveyed all right, title and interest dedicated solely to the Trustee for the benefit of the Holders of Notessuch series of Securities, under the terms of an irrevocable trust agreement cash in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) United States U.S. dollars and/or U.S. Government Obligations that, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provideprovide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment referred to in this clause (a)of money, money in an amount or (3) a combination thereof in an amount cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on all the Outstanding Notes Securities of such series on the Stated Maturity dates such payments of such principal or interest; provided, that the Trustee shall have been irrevocably instructed interest are due to apply such money maturity or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notesredemption; (b) such deposit will not result in a breach or violation of, or constitute a Default under, this Indenture; (c) no Default or Event of Default with respect to such series of Securities shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default specified in Section 6.01(vi) or (vii) hereof with respect to the Company has occurs which is continuing at the end of such period; (d) the Company shall have delivered to the Trustee either (x) an Officers’ Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of Notes such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option deposit, defeasance and discharge had not been exercised, which Opinion of Counsel occurred; (e) the Company shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed have delivered to the Trustee received from an Officers’ Certificate stating that the Internal Revenue Service to deposit was not made by the same effect as Company with the aforementioned Opinion intent of Counselpreferring the Holders of such series of Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (cf) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit orshall not result in the trust arising from such deposit constituting an “investment company” (as defined in the Investment Company Act of 1940, insofar as Sections 5.1(f) and 5.1(g) are concernedamended), at any time during the period ending on the 91st day after or such date of trust shall be qualified under such depositAct or exempt from regulation thereunder; and (dg) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 8.03 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph.

Legal Defeasance. The On and after the date the conditions set forth in clause (ii) below are satisfied (“legal defeasance”), the Company will and the Guarantor shall be deemed to have been discharged from its obligations with respect to the Securities of any Series and this Indenture with respect to such Series. For this purpose, such legal defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the Company entire Indebtedness represented by such Outstanding Securities which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.1 and the Guarantors will be discharged from any and all obligations in respect other Sections of the Notes on the 91st day after the date of the deposit this Indenture referred to in clause clauses (aA) of this Section 4.1and (B) below, and to have satisfied all of its other obligations under such Securities, the provisions of Guarantee in respect thereof and this Supplemental Indenture will no longer be insofar as such Securities and the Guarantee in effect with respect to the Notes, thereof are concerned (and the Trustee, at the expense of the Company, Company and the Guarantor shall execute proper instruments acknowledging the same if: same), except for the following which shall survive until otherwise terminated or discharged hereunder: (ai) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit rights of the Holders of Notessuch Outstanding Securities to receive, under solely from the terms of an irrevocable trust agreement fund described in form clause (ii)(A) and substance satisfactory to the Trustee as trust funds more fully set forth in trustsuch clause, specifically pledged to the Trustee for the benefit of such Holders as security for payment payments in respect of the principal of and interest, if any, on the Noteson, and dedicated solely Additional Amounts, if any, with respect to, the benefit of such Holders, in and to (1) money in an amountSecurities when such payments are due, (2ii) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration obligations of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the TrusteeCompany, the principal of Guarantor and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed with respect to apply such money or the proceeds of such United States Government Obligations Securities under Sections 2.8, 2.9 and 3.2 and with respect to the payment of Additional Amounts, if any, on such principal and interest Securities as contemplated by Section 3.8 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the Notes; amount deposited in respect of such Additional Amounts pursuant to clause (bii)(A)), (iii) the Company has delivered to rights, powers, trusts, duties and immunities of the Trustee either hereunder, (x) an Opinion of Counsel to the effect that Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (div) the Company has delivered to the Trustee an Officers’ Certificate rights of optional redemption and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by (v) this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphArticle Ten.

Legal Defeasance. The In addition to discharge of the Indenture pursuant to Section 401, the Company will and each of the Guarantors shall be deemed to have paid and discharged the Company entire indebtedness on all the Securities of such a series and the Guarantors will be discharged from any and all obligations in respect of the Notes related Securities Guarantees on the 91st day after the date of the deposit referred to in clause Clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Securities of such series and any related Securities Guarantee shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Company’s obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of Holders of Securities of such series as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Company under Section 1002), and the Trustee, at the expense of the Company, shall shall, upon a Company Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, “defeasance”): (a1) the The Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of Holders of the Securities of such Holders, in and to series (1A) money cash in an amount, or (2B) United States Government Obligations that, through in the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date case of any payment referred series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in this clause (a)such amounts as will insure the availability of cash, money in an amount or (3C) a combination thereof in an amount thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of (i) the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with respect to the Notesterms of the Indenture and the Securities of such series; (b2) the The Company has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, Holders of Notes the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit, defeasance and discharge had not occurred; (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service duly given pursuant to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required this Indenture or (y) a ruling directed provision therefor satisfactory to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counselshall have been made; (c4) immediately after giving effect to such deposit, on a pro forma basis, no Default or No Event of Default or event which with respect to the Notes notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(fdeposit; (5) and 5.1(g) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are concerned, at any time during in default within the period ending on the 91st day after such date meaning of such depositAct); (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (7) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (d) the 8) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 provision have been complied with. Notwithstanding For this purpose, such defeasance means that the foregoing paragraphCompany and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be “Outstanding” only for the Company’s purposes of Section 1304 and the rights and obligations referred to in Sections 2.4Clauses (i) through (vii), 2.6inclusive, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture first paragraph of this Section, and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s to have satisfied all its other obligations under the Notes Securities of such series and this Indenture insofar as the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphSecurities of such series are concerned.

Legal Defeasance. The Company will In addition to discharge of this Indenture pursuant to Section 401, the Partnership shall be deemed to have paid and discharged the Company and entire indebtedness on all the Guarantors will be discharged from any and all obligations in respect Securities of the Notes such a series on the 91st day after the date of the deposit referred to in clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Partnership’s right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Partnership’s obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Partnership under Section 1002), and the Trustee, at the expense of the CompanyPartnership, shall shall, upon a Partnership Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, “defeasance”): (a1) the Company The Partnership has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holders, in and to series (1A) money cash in an amount, or (2B) United States Government Obligations that, through in the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date case of any payment referred series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in this clause (a), money such amounts as will insure the availability of cash in an amount amount, or (3C) a combination thereof in an amount thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of (i) the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with respect to the Notesterms of this Indenture and the Securities of such series; (b2) the Company The Partnership has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (A) the Partnership has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, the Holders of Notes the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit, defeasance and discharge had not occurred; (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service duly given pursuant to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required this Indenture or (y) a ruling directed provision therefor satisfactory to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counselshall have been made; (c4) immediately after giving effect to such deposit, on a pro forma basis, no Default or No Event of Default or event which with respect to the Notes notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(fdeposit; (5) and 5.1(g) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are concerned, at any time during in default within the period ending on the 91st day after such date meaning of such depositAct); (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Partnership is a party or by which it is bound; (7) Such defeasance shall not result in the trust arising from such deposit constituting an “investment company” within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (d) the Company 8) The Partnership has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 provision have been complied with. For this purpose, such defeasance means that the Partnership, the Guarantor and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1304 and the rights and obligations referred to in clauses (i) through (vii), inclusive, of the first paragraph of this Section 1302, and to have satisfied all its other obligations under the Securities of such series and this Indenture insofar as the Securities of such series are concerned. Notwithstanding the foregoing paragraphforegoing, if an Event of Default specified in Section 501(5) or 501(6), or an event which with lapse of time would become such an Event of Default, shall occur during the period ending on the 91st day after the date of the deposit referred to in clause (1) or, if longer, ending on the day following the expiration of the longest preference period applicable to the Partnership in respect of such deposit, then, effective upon such occurrence, the Company’s obligations in Sections 2.4defeasance pursuant to this Section 1302 and such deposit shall be rescinded and annulled, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable depositPartnership, the Trustee upon request shall acknowledge in writing and the discharge Holders of the Company’s obligations under the Notes and the Indenture with respect Securities of such series shall be restored to the Notes except for those surviving obligations in the immediately preceding paragraphtheir former positions.

Legal Defeasance. The Company will (a) Upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Issuer and any Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes (and any Note Guarantees) on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the Company entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the Guarantors will be discharged from any and all obligations in respect other Sections of the Notes on the 91st day after the date of the deposit this Indenture referred to in clause Section 8.02(a)(1) and (a) of this Section 4.12), and to have satisfied all of its other obligations under the provisions Notes and this Indenture, including that of this Supplemental Indenture will no longer be in effect with respect to the Notes, any Subsidiary Guarantors (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same ifsame), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit rights of the Holders of Notes, under the terms of an irrevocable trust agreement outstanding Notes to receive payments in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment respect of the principal of and interestof, or interest or premium, if any, on on, such Notes when such payments are due from the Notes, and dedicated solely to, the benefit of such Holders, trust created pursuant to this Indenture referred to in and to (1) money in an amount, Section 8.04; (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (3) the rights, powers, trusts, duties, indemnities and immunities of the Trustee, and the Issuer’s (and any Subsidiary Guarantors’) obligations in connection therewith; and (4) this Section 8.02. (b) Following the Company has delivered to the Trustee either (x) an Opinion Issuer’s exercise of Counsel to the effect that Holders of Notes will not recognize incomeits Legal Defeasance option, gain or loss for federal income tax purposes as a result payment of the Company’s Notes may not be accelerated because of an Event of Default. If the Issuer exercises its Legal Defeasance option, any Subsidiary Guarantors shall be deemed to have been automatically released and discharged from their obligations with respect to all Note Guarantees, and all Note Guarantees in effect at such time shall terminate. (c) Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under this Section 4.1 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph8.03.

Legal Defeasance. The Company will be deemed In addition to have paid the provisions of Section ---------------- 9.01(a) and (b), the Company may, provided that no Default or Event of Default has occurred and the Guarantors will be discharged from is continuing or would arise therefrom (or, with respect to a Default specified in Section 6.01(h) or (i), any and all obligations in respect of the Notes time on or prior to the 91st calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day)) and provided that no default under any Senior Debt would result therefrom, terminate all of its substantive obligations and all of the deposit referred to substantive obligations of the Guarantors in clause (a) respect of this Section 4.1, the Securities and the provisions Guarantees (including the Company's obligation to pay the principal of this Supplemental Indenture will no longer be in effect (and premium, if any, on) and interest on the Securities and such Guarantors' guarantee thereof) by (i) depositing with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trustagreement, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) or United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause sufficient (a), money in an amount or (3without reinvestment) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest remaining indebtedness on the Outstanding Notes on the Stated Maturity of such principal Securities to maturity or interest; providedto redemption, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notes; (bii) the Company has delivered delivering to the Trustee either (x) an Opinion of Counsel a ruling directed to the Trustee from the Internal Revenue Service to the effect that the Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and termination of obligations or an Opinion of Counsel based upon such a ruling addressed to the Trustee or a change in the applicable Federal tax law since the date of this Indenture, to such effect, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the Company’s 's exercise of its option under this Section 4.1 and paragraph will be subject to federal income tax on the same amount and not result in the same manner and at the same times as would have been the case if such option had not been exercisedCompany, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from or the Internal Revenue Service trust created by the Company's deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the same effect Investment Company Act of 1940, as the aforementioned Opinion of Counsel; amended, and (civ) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered delivering to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in Counsel each case stating that there has been compliance with all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphherein.

Legal Defeasance. The Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and Guarantor may, subject as provided herein, terminate by legal defeasance all of their obligations in respect of the Notes on the 91st day after the date of the deposit referred to in clause (a) of under this Section 4.1, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if: (ai) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest as trust funds in trust for the purpose of making the following payments dedicated solely to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1A) money cash in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3B) U.S. Government Obligations, or (C) a combination thereof in an amount thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and dischargepay, without consideration of the reinvestment of any such interest amounts and after payment of all federal, state and local taxes or other charges and or assessments in respect thereof payable by the Trustee, the principal of and premium, if any, Additional Amounts, if any and interest on the Outstanding Notes all Securities on the Stated Maturity of each date that such principal principal, premium, if any, Additional Amounts, if any, or interestinterest is due and payable and to pay all other sums payable by it hereunder; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal said principal, premium, if any, Additional Amounts, if any, and interest with respect to the NotesSecurities as the same shall become due; (bii) the Company has delivered to the Trustee either (x) an Officers’ Certificate stating that all conditions precedent to such legal defeasance have been complied with, and an Opinion of Counsel to the same effect; (iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as clauses (iv) and (v) of Section 5.01 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (iv) the Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized counsel acceptable to the Trustee to the effect that that, based on a ruling of the Internal Revenue Service or a change in U.S. Federal income tax law occurring after the date of this Indenture, the Holders of Notes Securities will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 7.01(b) and will be subject to federal U.S. Federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (cv) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit orand legal defeasance will not result in a breach or violation of, insofar or constitute a default under, any other agreement or instrument to which the Company or the Guarantor is a party or by which it is bound; (vi) such deposit and legal defeasance shall not cause the Trustee to have a conflicting interest as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such depositdefined in TIA Section 310(b); and (dvii) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating Counsel to the defeasance contemplated by effect that after the passage of 91 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. In such event, payment of the Securities may not be accelerated because of an Event of Default, Article IX and the other provisions of this Section 4.1 have been complied withIndenture shall cease to be of further effect (except as provided in the next succeeding paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging such legal defeasance. Notwithstanding the foregoing paragraphHowever, the Company’s obligations in Sections 2.42.03, 2.62.06, 2.82.07, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 3.02 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter7.01, the Company’s and the Guarantor’s obligations in Sections 4.4 6.07, 6.08 and 4.5 hereof 7.04 and the Trustee’s and Paying Agent’s obligations in Section 7.03 shall survive and Section 11.2 of such legal defeasance until the Initial Indenture shall surviveSecurities are no longer outstanding. After any such irrevocable depositThereafter, the Trustee upon request shall acknowledge in writing the discharge of only the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving Guarantor’s obligations in Section 6.07 and the immediately preceding paragraphTrustee’s and Paying Agent’s obligations in Section 7.03 shall survive.

Legal Defeasance. The Except as provided below, the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all obligations in respect of the Notes on the 91st day after the date Securities of the deposit referred to in clause (a) of this Section 4.1, any series and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, (and the Trustee, at the expense of the Company, shall execute proper instruments in form and substance satisfactory to the Company and the Trustee acknowledging the same ifsame) if the following conditions shall have been satisfied: (a) the Company has irrevocably deposited or caused to be irrevocably deposited in trust with the Trustee and conveyed all right, title and interest to the Trustee as trust funds solely for the benefit of the Holders holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit Securities of such Holders as security series, for payment of the principal of (and interestpremium, if any, ) and interest on the Notes, and dedicated solely to, the benefit Securities of such Holdersseries, in and to (1) money in an amount, (2) United States or Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficientsufficient (unless such funds consist solely of money), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, ) without consideration of the any reinvestment of such interest and after payment of all federalFederal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the principal of (and premium, if any) and interest on the Outstanding Notes on the Stated Maturity outstanding Securities of such principal series to maturity or interest; provided, that the Trustee shall have been earlier redemption (irrevocably instructed to apply such money or the proceeds of such United States Government Obligations provided for under arrangements satisfactory to the payment Trustee), as the case may be; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of such principal and interest Default with respect to the NotesSecurities of such series shall have occurred and be continuing on the date of such deposit; (bd) the Company has delivered to the Trustee (i) either (x) an Opinion of Counsel a ruling directed to the Trustee received from the Internal Revenue Service to the effect that Holders the holders of Notes the Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 11.02 and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option deposit and defeasance had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required occurred or (y) a ruling directed to the Trustee received from the Internal Revenue Service an Opinion of Counsel to the same effect as the aforementioned ruling described in clause (x) above and based upon a change in law and (ii) an Opinion of Counsel; (c) immediately after giving effect , subject to such depositcustomary assumptions and qualifications, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on effect that the date holders of the Securities of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during series have a valid security interest in the period ending on trust funds subject to no prior liens under the 91st day after such date of such depositUCC; and (de) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 11.02 of the Securities of such series have been complied with. Notwithstanding The Company’s obligations in Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10 with respect to the foregoing paragraphSecurities of such series shall survive until such Securities are no longer outstanding. Thereafter, only the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 7.06 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture 11.05 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph.

Legal Defeasance. The Company will In addition to discharge of the Indenture pursuant to Section 4.01, the Partnership shall be deemed to have paid and discharged the Company and entire indebtedness on all the Guarantors will be discharged from any and all obligations in respect Securities of the Notes such a series on the 91st day after the date of the deposit referred to in clause Clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Partnership's right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Partnership's obligations in connection therewith (including, but not limited to, Section 6.07), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Partnership under Section 10.02), and the Trustee, at the expense of the CompanyPartnership, shall shall, upon a Partnership Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, "defeasance"): (a1) the Company The Partnership has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holders, in and to series (1A) money cash in an amount, or (2B) United States Government Obligations that, through in the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date case of any payment referred series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in this clause (a)such amounts as will insure the availability of cash, money in an amount or (3C) a combination thereof in an amount thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of (i) the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with respect to the Notesterms of the Indenture and the Securities of such series; (b2) the Company The Partnership has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (A) the Partnership has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, the Holders of Notes the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit, defeasance and discharge had not occurred; (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service duly given pursuant to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required this Indenture or (y) a ruling directed provision therefor satisfactory to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counselshall have been made; (c4) immediately after giving effect to such deposit, on a pro forma basis, no Default or No Event of Default or event which with respect to the Notes notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(fdeposit; (5) and 5.1(g) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are concerned, at any time during in default within the period ending on the 91st day after such date meaning of such depositAct); (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Partnership is a party or by which it is bound; (7) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (d) the Company 8) The Partnership has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 provision have been complied with. Notwithstanding For this purpose, such defeasance means that the foregoing paragraphPartnership and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be "Outstanding" only for the Company’s purposes of Section 13.04 and the rights and obligations referred to in Sections 2.4Clauses (i) through (vii), 2.6inclusive, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture first paragraph of this Section, and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s to have satisfied all its other obligations under the Notes Securities of such series and this Indenture insofar as the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphSecurities of such series are concerned.

Legal Defeasance. The Except as provided below, the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all obligations in respect of the Notes on the 91st day after the date Securities of the deposit referred to in clause (a) of this Section 4.1, any series and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, (and the Trustee, at the expense of the Company, shall execute proper instruments in form and substance satisfactory to the Company and the Trustee acknowledging the same ifsame) if the following conditions shall have been satisfied: (a) the Company has irrevocably deposited or caused to be irrevocably deposited in trust with the Trustee and conveyed all right, title and interest to the Trustee as trust funds solely for the benefit of the Holders holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit Securities of such Holders as security series, for payment of the principal of (and interestpremium, if any, ) and interest on the Notes, and dedicated solely to, the benefit Securities of such Holders, in and to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a)series, money in an amount or (3) Governmental Obligations or a combination thereof in an amount sufficientsufficient (unless such funds consist solely of money), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, ) without consideration of the any reinvestment of such interest and after payment of all federalFederal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the principal of (and premium, if any) and interest on the Outstanding Notes on the Stated Maturity outstanding Securities of such principal series to maturity or interest; provided, that the Trustee shall have been earlier redemption (irrevocably instructed to apply such money or the proceeds of such United States Government Obligations provided for under arrangements satisfactory to the payment Trustee), as the case may be; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of such principal and interest Default with respect to the NotesSecurities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (bd) the Company has delivered to the Trustee (i) either (x) an Opinion of Counsel a ruling directed to the Trustee received from the Internal Revenue Service to the effect that Holders the holders of Notes the Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 11.02 and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option deposit and defeasance had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required occurred or (y) a ruling directed to the Trustee received from the Internal Revenue Service an Opinion of Counsel to the same effect as the aforementioned ruling described in clause (x) above and based upon a change in law and (ii) an Opinion of Counsel; (c) immediately after giving effect , subject to such depositcustomary assumptions and qualifications, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on effect that the date holders of the Securities of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during series have a valid security interest in the period ending on trust funds subject to no prior liens under the 91st day after such date of such depositUCC; and (de) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 11.02 of the Securities of such series have been complied with. Notwithstanding The Company’s obligations in Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 with respect to the foregoing paragraphSecurities of such series shall survive until such Securities are no longer outstanding. Thereafter, only the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 7.06 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture 11.05 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph.

Legal Defeasance. The Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and Guarantor may, subject as provided herein, terminate by legal defeasance all of their obligations in respect of the Notes on the 91st day after the date of the deposit referred to in clause (a) of under this Section 4.1, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if: (ai) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest as trust funds in trust for the purpose of making the following payments dedicated solely to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1A) money cash in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3B) U.S. Government Obligations, or (C) a combination thereof in an amount thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and dischargepay, without consideration of the reinvestment of any such interest amounts and after payment of all federal, state and local taxes or other charges and or assessments in respect thereof payable by the Trustee, the principal of and premium, if any, Additional Amounts, if any and interest on the Outstanding Notes all Securities on the Stated Maturity of each date that such principal principal, premium, if any, Additional Amounts, if any, or interestinterest is due and payable and to pay all other sums payable by it hereunder; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal said principal, premium, if any, Additional Amounts, if any, and interest with respect to the NotesSecurities as the same shall become due; (bii) the Company has delivered to the Trustee either (x) an Officers’ Certificate stating that all conditions precedent to such legal defesance have been complied with, and an Opinion of Counsel to the same effect; (iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as clauses (iv) and (v) of Section 5.01 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (iv) the Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized counsel acceptable to the Trustee to the effect that that, based on a ruling of the Internal Revenue Service or a change in U.S. Federal income tax law occurring after the date of this Indenture, the Holders of Notes Securities will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 7.01(b) and will be subject to federal U.S. Federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (cv) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit orand legal defeasance will not result in a breach or violation of, insofar or constitute a default under, any other agreement or instrument to which the Company or the Guarantor is a party or by which it is bound; (vi) such deposit and legal defeasance shall not cause the Trustee to have a conflicting interest as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such depositdefined in TIA Section 310(b); and (dvii) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating Counsel to the defeasance contemplated by effect that after the passage of 91 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. In such event, payment of the Securities may not be accelerated because of an Event of Default, Article IX and the other provisions of this Section 4.1 have been complied withIndenture shall cease to be of further effect (except as provided in the next succeeding paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging such legal defeasance. Notwithstanding the foregoing paragraphHowever, the Company’s obligations in Sections 2.42.03, 2.62.06, 2.82.07, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 3.02 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter7.01, the Company’s and the Guarantor’s obligations in Sections 4.4 6.07, 6.08 and 4.5 hereof 7.04 and the Trustee’s and Paying Agent’s obligations in Section 7.03 shall survive and Section 11.2 of such legal defeasance until the Initial Indenture shall surviveSecurities are no longer outstanding. After any such irrevocable depositThereafter, the Trustee upon request shall acknowledge in writing the discharge of only the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving Guarantor’s obligations in Section 6.07 and the immediately preceding paragraphTrustee’s and Paying Agent’s obligations in Section 7.03 shall survive.

Legal Defeasance. The On the 91st day following the deposit referred to in clause (1), the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all obligations in respect of the Notes on applicable series of Securities under this Indenture, other than its rights and obligations in Article II relating to certain obligations to register the 91st day after the date transfer or exchange of the deposit referred Securities, to replace stolen, lost or mutilated Securities, to maintain paying agencies and to hold monies for payment in clause (a) trust, Section 3.01 and any other rights of this Section 4.1optional redemption, and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06, will terminate and be discharged, provided the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all rightTrustee, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely tomoney, the benefit of such Holders, equivalent in and to (1) money in an amount, (2) United States U.S. Government Obligations that, or a combination thereof that through the payment of interest and principal in respect thereof of the outstanding Securities of such series in accordance with their terms, terms will provide, not later than one day before the due date of any payment referred to in this clause (a), provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on such outstanding Securities when due of such payments in accordance with the terms of this Indenture and the Securities of such series to maturity or (3) a combination thereof in an amount sufficientredemption, in as the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered case may be, provided that any redemption before maturity has been irrevocably provided for under arrangements reasonably satisfactory to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notes; (b2) the Company has delivered to the Trustee Trustee: (A) either (x) an Opinion of Counsel to the effect that Holders the beneficial owners of Notes such Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option deposit, defeasance and discharge had not been exercisedoccurred, which Opinion of Counsel shall must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change charge in applicable U.S. federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; and (B) an Opinion of Counsel to the effect that the defeasance trust is not required to register as an investment company under the Investment Company Act of 1940 and, after the passage of 91 days following the deposit, the trust fund will not be subject to the effect of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (c3) no default with respect to the outstanding Securities of that series has occurred and is continuing at the time of such deposit after giving effect to the deposit; and (4) immediately after giving effect to such deposit, deposit on a pro forma basis, no Default or Event of Default with respect to Default, or event that after the Notes giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing with respect to such series of Securities on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st day after such the date of such deposit; and (d) , and such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company has delivered or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound. Prior to the Trustee an Officers’ Certificate and an Opinion end of Counselthe 91-day period, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, none of the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 under this Indenture with respect to such series of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer OutstandingSecurities will be discharged. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes such series of Securities under this Indenture except for those the surviving rights and obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The Upon making the deposit referred to in Section 8.02(a), the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all their obligations in respect of the Notes on the 91st day after the date of the deposit referred to and this Indenture, other than their obligations in clause Article 2 and Sections 4.01, 4.02, 7.07, 7.08 and as set forth in clauses (ai) through (vi) of this Section 4.1, and 8.01; provided that the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trustfor the purpose of making the following payments, specifically pledged dedicated solely to the Trustee for the benefit of such Holders as security for payment benefits of the principal Holders of and interest, if any, on the Notes, and dedicated solely to, Notes in cash or Governmental Obligations or a combination thereof (other than moneys repaid by the benefit of such Holders, in and Trustee or any Paying Agent to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof Company in accordance with their terms, will provide, not later than one day before the due date of any payment referred to Section 8.06) in this clause (a), money in an amount or (3) a combination thereof in an amount sufficienteach case sufficient without reinvestment, in the written opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration and which shall be applied by the Trustee to pay and discharge, all of the reinvestment principal, premium (if any) and interest when the same becomes due and payable at Stated Maturity, upon optional redemption, upon required repurchase or otherwise (and, in the case of such interest and after payment optional redemption, the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of all federal, state and local taxes or other charges and assessments in respect thereof payable notice of redemption by the Trustee, Trustee in the principal of Company’s name and interest on at the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesCompany’s expense); (b) unless the Notes have become due and payable or will become due and payable at Stated Maturity or upon redemption within one year and, in the case of redemption, the Company has entered into arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name of the Trustee, the Company has delivered to the Trustee either (x) an Opinion of Counsel to stating that, as a result of an IRS ruling or a change in applicable U.S. federal income tax law, the effect that Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 deposit, defeasance and discharge to be effected and will be subject to the same federal income tax on the same amount and tax, in the same manner and at the same times times, as would have been be the case if such option had the deposit, defeasance and discharge did not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counseloccur; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the outstanding Notes shall have has occurred and be is continuing on at the date time of such deposit orafter giving effect to the deposit; (d) the defeasance will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during assuming all Notes were in default within the period ending on the 91st day after such date meaning of such depositAct; (e) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or material instrument (other than this Indenture and the Notes) to which the Company is a party or by which it is bound; and (df) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding If the foregoing paragraphconditions are met, the Company’s obligations in Sections 2.4Trustee, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 on demand and 11.6 of at the Initial Indenture cost and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge expense of the Company’s obligations under , shall execute proper instruments prepared by the Notes Company acknowledging such defeasance and the discharge of this Indenture with respect to and the Notes except for those the surviving obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The After the 91st day following the deposit referred to in Section 9.01, the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all its obligations in respect of the Notes on Securities of any series and the 91st day after the date of the deposit referred to Indenture, other than its obligations in clause Article 2 and Sections 3.01, 3.02, 5.07, 5.11, and listed in clauses (a1), (2), (3), (4), (5), and (6) of this Section 4.19.01, and provided the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a) the The Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trustfor the purpose of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, to the benefit benefits of such Holders, the holders of the Securities of a series in and cash or Governmental Obligations or a combination thereof (other than moneys repaid by the Trustee or any paying agent to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof Company in accordance with their terms, will provide, not later than one day before the due date of any payment referred to Section 9.06) in this clause (a), money in an amount or (3) a combination thereof in an amount sufficienteach case sufficient without reinvestment, in the written opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration and which shall be applied by the Trustee to pay and discharge, all of the reinvestment of such principal, interest and after payment any premium at due date or maturity or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of all federal, state and local taxes or other charges and assessments in respect thereof payable notice of redemption by the Trusteetrustee in the Company’s name and at the Company’s expense, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notesredemption date; (b) the The Company has delivered to the Trustee either (x) an Opinion of Counsel to stating that, as a result of an IRS ruling or a change in applicable federal income tax law, the effect holders of the Securities of that Holders of Notes series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 deposit, defeasance and discharge to be effected and will be subject to the same federal income tax on the same amount and in the same manner and at the same times as would have been be the case if such option had the deposit, defeasance and discharge did not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counseloccur; (c) immediately No default with respect to the outstanding Securities of that series has occurred and is continuing at the time of such deposit after giving effect to such depositthe deposit or, on a pro forma basisin the case of legal defeasance, no Default default relating to bankruptcy or Event of Default with respect to the Notes shall have insolvency has occurred and be is continuing at any time on or before the 91st day after the date of such deposit ordeposit, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on it being understood that this condition is not deemed satisfied until after the 91st day after such date day; (d) The defeasance will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all Securities of a series were in default within the meaning of such depositAct; (e) The deposit will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound; (f) The defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or exempt from registration; and (dg) the The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding ; Prior to the foregoing paragraphend of the 91-day period, none of the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of under the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstandingwill be discharged. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall will acknowledge in writing the discharge of the Company’s obligations under the Notes Securities and the Indenture with respect to the Notes except for those the surviving obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The Company After the 91st day following the deposit referred to in ‎Section 9.01, the Issuer will be deemed to have paid and the Company and the Guarantors will be discharged from any and all its obligations in respect of the Notes on Securities of any series and the 91st day after the date of the deposit referred to Indenture, other than its obligations in clause (a‎Article 2 and Sections ‎3.01, ‎3.02, ‎5.06, ‎5.10, and listed in clauses ‎(1), ‎(2), ‎(3), ‎(4), ‎(5), and ‎(6) of this Section 4.1‎Section 9.01, and provided the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a) the Company The Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trustfor the purpose of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, to the benefit benefits of such Holders, the holders of the Securities of a series in and cash or Governmental Obligations or a combination thereof (other than moneys repaid by the Trustee or any paying agent to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof Issuer in accordance with their terms, will provide, not later than one day before the due date of any payment referred to ‎Section 9.06) in this clause (a), money in an amount or (3) a combination thereof in an amount sufficienteach case sufficient without reinvestment, in the written opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration and which shall be applied by the Trustee to pay and discharge, all of the reinvestment of such principal, interest and after payment any premium at due date or maturity or if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of all federal, state and local taxes or other charges and assessments in respect thereof payable notice of redemption by the Trusteetrustee in the Issuer’s name and at the Issuer’s expense, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notesredemption date; (b) the Company The Issuer has delivered to the Trustee either (x) an Opinion of Counsel to stating that, as a result of an IRS ruling or a change in applicable federal income tax law, the effect holders of the Securities of that Holders of Notes series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 deposit, defeasance and discharge to be effected and will be subject to the same federal income tax on the same amount and in the same manner and at the same times as would have been be the case if such option had the deposit, defeasance and discharge did not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counseloccur; (c) immediately No default with respect to the outstanding Securities of that series has occurred and is continuing at the time of such deposit after giving effect to such depositthe deposit or, on a pro forma basisin the case of legal defeasance, no Default default relating to bankruptcy or Event of Default with respect to the Notes shall have insolvency has occurred and be is continuing at any time on or before the 91st day after the date of such deposit ordeposit, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on it being understood that this condition is not deemed satisfied until after the 91st day after such date day; (d) The defeasance will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all Securities of a series were in default within the meaning of such depositAct; (e) The deposit will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Issuer is a party or by which it is bound; (f) The defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or exempt from registration; and (dg) the Company The Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding ; Prior to the foregoing paragraphend of the 91-day period, none of the CompanyIssuer’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of under the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstandingwill be discharged. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall will acknowledge in writing the discharge of the CompanyIssuer’s obligations under the Notes Securities and the Indenture with respect to the Notes except for those the surviving obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The Company will In addition to discharge of the Indenture pursuant to Section 401, the Partnership shall be deemed to have paid and discharged the Company and entire indebtedness on all the Guarantors will be discharged from any and all obligations in respect Securities of the Notes such a series on the 91st day after the date of the deposit referred to in clause Clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Partnership's right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Partnership's and any Guarantors' obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of Holders of Securities of such series as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Partnership under Section 1002), and the Trustee, at the expense of the CompanyPartnership, shall shall, upon a Partnership Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, "defeasance"): (a1) the Company The Partnership has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of Holders of the Securities of such Holders, in and to series (1A) money cash in an amount, or (2B) United States Government Obligations that, through in the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date case of any payment referred series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in this clause (a)such amounts as will insure the availability of cash, money in an amount or (3C) a combination thereof in an amount thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of (i) the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with respect to the Notesterms of the Indenture and the Securities of such series; (b2) the Company The Partnership has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (A) the Partnership has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, Holders of Notes the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit, defeasance and discharge had not occurred; (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service duly given pursuant to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required this Indenture or (y) a ruling directed provision therefor satisfactory to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counselshall have been made; (c4) immediately after giving effect to such deposit, on a pro forma basis, no Default or No Event of Default or event which with respect to the Notes notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(fdeposit; (5) and 5.1(g) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are concerned, at any time during in default within the period ending on the 91st day after such date meaning of such depositAct); (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Partnership is a party or by which it is bound; (7) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (d) the Company 8) The Partnership has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 provision have been complied with. Notwithstanding For this purpose, such defeasance means that the foregoing paragraphPartnership, any Guarantors, and any other obligor upon the Company’s Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1304 and the rights and obligations referred to in Sections 2.4Clauses (i) through (vii), 2.6inclusive, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture first paragraph of this Section, and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s to have satisfied all its other obligations under the Notes Securities of such series and this Indenture insofar as the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphSecurities of such series are concerned.

Legal Defeasance. The Company will In addition to discharge of the Indenture pursuant to Section 401, the Partnership shall be deemed to have paid and discharged the Company and the Guarantors will be discharged from any and entire indebtedness on all obligations in respect of the Notes Securities on the 91st day after the date of the deposit referred to in clause Clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to such Securities shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of such Securities and the Partnership's right of optional redemption, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of such Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Partnership's and Guarantors' obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange such Securities, (vi) the rights of Holders of such Securities as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Partnership under Section 1002), and the Trustee, at the expense of the CompanyPartnership, shall shall, upon a Partnership Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, "defeasance"): (a1) the Company The Partnership has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of Holders of such Holders, in and to Securities (1A) money cash in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3B) U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or (C) a combination thereof in an amount thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect and premium, if any, on all such Securities on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to the NotesClause (3) below; (b2) the Company The Partnership has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (A) the Partnership has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, Holders of Notes such Securities will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit, defeasance and discharge had not occurred; (3) If such Securities are to be redeemed prior to Stated Maturity, notice of such redemption shall have been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service duly given pursuant to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required this Indenture or (y) a ruling directed provision therefor satisfactory to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counselshall have been made; (c4) immediately after giving effect to such deposit, on a pro forma basis, no Default or No Event of Default with respect to the Notes or Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(fdeposit; (5) and 5.1(g) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all such Securities are concerned, at any time during in default within the period ending on the 91st day after such date meaning of such depositAct); (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Partnership is a party or by which it is bound; (7) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (d) the Company 8) The Partnership has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 provision have been complied with. Notwithstanding For this purpose, such defeasance means that the foregoing paragraphPartnership, the Company’s Guarantors, and any other obligor upon the Securities shall be deemed to have paid and discharged the entire debt represented by such Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1303 and the rights and obligations referred to in Sections 2.4Clauses (i) through (vii), 2.6inclusive, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial first paragraph of this Section, and to have satisfied all its other obligations under such Securities, this Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes Guaranties insofar as such Securities are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphconcerned.

Legal Defeasance. The Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and may, subject as provided herein, terminate by legal defeasance all of their obligations in respect of the Notes on the 91st day after the date of the deposit referred to in clause (a) of under this Section 4.1, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense a series of the Company, shall execute proper instruments acknowledging the same Securities if: (ai) the Company has or the Guarantors have irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest as trust funds in trust for the purpose of making the following payments dedicated solely to the Trustee for the benefit of the Holders of Notes, under the terms such series of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to Securities (1A) money cash in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3B) U.S. Government Obligations, or (C) a combination thereof in an amount thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and dischargepay, without consideration of the reinvestment of any such interest amounts and after payment of all federal, state and local taxes or other charges and or assessments in respect thereof payable by the Trustee, the principal of and premium, if any, and interest on the Outstanding Notes on the Stated Maturity all Securities of such principal series on each date that such principal, premium, if any, or interestinterest is due and payable and to pay all other sums payable by it hereunder with respect to such series of Securities; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal said principal, premium, if any, and interest with respect to the NotesSecurities of such series as the same shall become due; (bii) the Company has delivered to the Trustee either (x) an Officer’s Certificate stating that all conditions precedent to such legal defeasance have been complied with, and an Opinion of Counsel to the same effect; (iii) no Default or Event of Default with respect to such series of Securities shall have occurred and be continuing on the date of such deposit or, insofar as clauses (iv) and (v) of Section 5.01 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (iv) the Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized counsel acceptable to the Trustee to the effect that that, based on a ruling of the Internal Revenue Service or a change in U.S. Federal income tax law occurring after the date of this Indenture, the Holders of Notes Securities of such series will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 7.01(b) and will be subject to federal U.S. Federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (cv) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit orand legal defeasance will not result in a breach or violation of, insofar or constitute a default under, any other agreement or instrument to which the Company or the Guarantors are a party or by which it is bound; (vi) such deposit and legal defeasance shall not cause the Trustee to have a conflicting interest as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such depositdefined in TIA Section 310(b); and (dvii) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating Counsel to the defeasance contemplated by effect that after the passage of 91 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. In such event, payment of the Securities of such series may not be accelerated because of an Event of Default, Article IX and the other provisions of this Section 4.1 have been complied withIndenture shall cease to be of further effect (except as provided in the next succeeding paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging such legal defeasance. Notwithstanding the foregoing paragraphHowever, the Company’s obligations in Sections 2.42.03, 2.62.06, 2.82.07, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 3.02 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter7.01, the Company’s and the Guarantors’ obligations in Sections 4.4 6.07, 6.08 and 4.5 hereof 7.04 and the Trustee’s and Paying Agent’s obligations in Section 7.03 shall survive and Section 11.2 such legal defeasance with respect to such series of Securities until the Initial Indenture shall surviveSecurities are no longer outstanding. After any such irrevocable depositThereafter, the Trustee upon request shall acknowledge in writing the discharge of only the Company’s obligations under the Notes and the Indenture Guarantors’ obligations in Section 6.07 and the Trustee’s and Paying Agent’s obligations in Section 7.03 shall survive with respect to such series of Securities. For the avoidance of doubt, it is understood that the Company may terminate by legal defeasance the obligations of the Company and the Guarantors with respect to one series of Securities without terminating their obligations with respect to the Notes except for those surviving obligations in the immediately preceding paragraphother series of Securities.

Legal Defeasance. The In addition to discharge of the Indenture pursuant to Section 401, the Company will shall be deemed to have paid and discharged the Company and entire indebtedness on all the Guarantors will be discharged from any and all obligations in respect Securities of the Notes such a series on the 91st day after the date of the deposit referred to in clause Clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Company's right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Company's obligations in connection therewith (including, but not limited to, Section 607) (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of the holders of Securities of such series as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Company under Section 1002), and the Trustee, at the expense of the Company, shall shall, upon a Company Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, "defeasance"): (a1) the The Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holders, in and to series (1A) money cash in an amount, or (2B) United States Government Obligations that, through in the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date case of any payment referred series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in this clause (a)such amounts as will insure the availability of cash, money in an amount or (3C) a combination thereof in an amount thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of (i) the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with respect to the Notesterms of the Indenture and the Securities of such series; (b2) the The Company has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, the Holders of Notes the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit, defeasance and discharge had not occurred; (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service duly given pursuant to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required this Indenture or (y) a ruling directed provision therefor satisfactory to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counselshall have been made; (c4) immediately after giving effect to such deposit, on a pro forma basis, no Default or No Event of Default or event which with respect to the Notes notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(fdeposit; (5) and 5.1(g) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are concerned, at any time during in default within the period ending on the 91st day after such date meaning of such depositAct); (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound; (7) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (d) the 8) The Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 provision have been complied with. Notwithstanding For this purpose, such defeasance means that the foregoing paragraphCompany and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be "Outstanding" only for the Company’s purposes of Section 1304 and the rights and obligations referred to in Sections 2.4Clauses (i) through (viii), 2.6inclusive, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture first paragraph of this Section, and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s to have satisfied all its other obligations under the Notes Securities of such series and this Indenture insofar as the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphSecurities of such series are concerned.

Legal Defeasance. The Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and Guarantor may, subject as provided herein, terminate by legal defeasance all of their obligations in respect of the Notes on the 91st day after the date of the deposit referred to in clause (a) of under this Section 4.1, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if: (ai) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest as trust funds in trust for the purpose of making the following payments dedicated solely to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1A) money cash in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3B) U.S. Government Obligations, or (C) a combination thereof in an amount thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and dischargepay, without consideration of the reinvestment of any such interest amounts and after payment of all federal, state and local taxes or other charges and or assessments in respect thereof payable by the Trustee, the principal of and premium, if any, Additional Amounts, if any and interest on the Outstanding Notes all Securities on the Stated Maturity of each date that such principal principal, premium, if any, Additional Amounts, if any, or interestinterest is due and payable and to pay all other sums payable by it hereunder; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal said principal, premium, if any, Additional Amounts, if any, and interest with respect to the NotesSecurities as the same shall become due; (bii) the Company has delivered to the Trustee either (x) an Officer’s Certificate stating that all conditions precedent to such legal defeasance have been complied with, and an Opinion of Counsel to the same effect; (iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as clauses (iv) and (v) of Section 5.01 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (iv) the Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized counsel acceptable to the Trustee to the effect that that, based on a ruling of the Internal Revenue Service or a change in U.S. Federal income tax law occurring after the date of this Indenture, the Holders of Notes Securities will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 7.01(b) and will be subject to federal U.S. Federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (cv) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit orand legal defeasance will not result in a breach or violation of, insofar or constitute a default under, any other agreement or instrument to which the Company or the Guarantor is a party or by which it is bound; (vi) such deposit and legal defeasance shall not cause the Trustee to have a conflicting interest as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such depositdefined in TIA Section 310(b); and (dvii) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating Counsel to the defeasance contemplated by effect that after the passage of 91 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. In such event, payment of the Securities may not be accelerated because of an Event of Default, Article IX and the other provisions of this Section 4.1 have been complied withIndenture shall cease to be of further effect (except as provided in the next succeeding paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging such legal defeasance. Notwithstanding the foregoing paragraphHowever, the Company’s obligations in Sections 2.42.03, 2.62.06, 2.82.07, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 3.02 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter7.01, the Company’s and the Guarantor’s obligations in Sections 4.4 6.07, 6.08 and 4.5 hereof 7.04 and the Trustee’s and Paying Agent’s obligations in Section 7.03 shall survive and Section 11.2 of such legal defeasance the Initial Indenture shall surviveSecurities are no longer outstanding. After any such irrevocable depositThereafter, the Trustee upon request shall acknowledge in writing the discharge of only the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving Guarantor’s obligations in Section 6.07 and the immediately preceding paragraphTrustee’s and Paying Agent’s obligations in Section 7.03 shall survive.

Legal Defeasance. The In addition to discharge of the Indenture pursuant to Section 401, the Company will shall be deemed to have paid and discharged the Company and entire indebtedness on all the Guarantors will be discharged from any and all obligations in respect Securities of the Notes such a series on the 91st day after the date of the deposit referred to in clause Clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Company’s obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of Holders of Securities of such series as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Company under Section 1002), and the Trustee, at the expense of the Company, shall shall, upon a Company Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, “defeasance”): (a1) the The Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of Holders of the Securities of such Holders, in and to series (1A) money cash in an amount, or (2B) United States Government Obligations that, through in the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date case of any payment referred series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in this clause (a)such amounts as will insure the availability of cash, money in an amount or (3C) a combination thereof in an amount thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of (i) the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with respect to the Notesterms of the Indenture and the Securities of such series; (b2) the The Company has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, Holders of Notes the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit, defeasance and discharge had not occurred; (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service duly given pursuant to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required this Indenture or (y) a ruling directed provision therefor satisfactory to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counselshall have been made; (c4) immediately after giving effect to such deposit, on a pro forma basis, no Default or No Event of Default or event which with respect to the Notes notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(fdeposit; (5) and 5.1(g) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are concerned, at any time during in default within the period ending on the 91st day after such date meaning of such depositAct); (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound; (7) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (d) the 8) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 provision have been complied with. Notwithstanding For this purpose, such defeasance means that the foregoing paragraphCompany and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be “Outstanding” only for the Company’s purposes of Section 1304 and the rights and obligations referred to in Sections 2.4Clauses (i) through (vii), 2.6inclusive, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture first paragraph of this Section, and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s to have satisfied all its other obligations under the Notes Securities of such series and this Indenture insofar as the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphSecurities of such series are concerned.

Legal Defeasance. The Upon making the deposit referred to in Section 8.02(a), the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all its obligations in respect of the Notes on the 91st day after the date of the deposit referred to and this Indenture, other than their obligations in clause Article 2 and Sections 4.01, 4.02, 7.07, 7.08 and as set forth in clauses (ai) through (vi) of this Section 4.1, and 8.01; provided that the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trustfor the purpose of making the following payments, specifically pledged dedicated solely to the Trustee for the benefit of such Holders as security for payment the holders of the principal of and interest, if any, on Notes in cash or Governmental Obligations or a combination thereof (other than moneys repaid by the Notes, and dedicated solely to, Trustee or any Paying Agent to the benefit of such Holders, in and to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof Company in accordance with their terms, will provide, not later than one day before the due date of any payment referred to Section 8.06) in this clause (a), money in an amount or (3) a combination thereof in an amount sufficienteach case sufficient without reinvestment, in the written opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration and which shall be applied by the Trustee to pay and discharge, all of the reinvestment principal, premium (if any) and interest when the same becomes due and payable at Stated Maturity, upon optional redemption, upon required repurchase or otherwise or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of such interest and after payment notice of all federal, state and local taxes or other charges and assessments in respect thereof payable redemption by the Trustee, Trustee in the principal of Company’s name and interest on at the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesCompany’s expense; (b) unless the Notes have become due and payable or will become due and payable at Stated Maturity or upon redemption within one year and, in the case of redemption, the Company has entered into arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name of the Trustee, the Company has delivered to the Trustee either (x) an Opinion of Counsel to stating that, as a result of an IRS ruling or a change in applicable U.S. federal income tax law, the effect that Holders holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 deposit, defeasance and discharge to be effected and will be subject to the same federal income tax on the same amount and in the same manner and at the same times as would have been be the case if such option had the deposit, defeasance and discharge did not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel;occur, (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the outstanding Notes shall have has occurred and be is continuing on at the date time of such deposit orafter giving effect to the deposit; (d) the defeasance will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during assuming all Notes were in default within the period ending on the 91st day after such date meaning of such depositAct; (e) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or material instrument (other than this Indenture and the Notes) to which the Company is a party or by which it is bound; and (df) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding Upon and following the satisfaction of the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable depositconditions, the Trustee upon request shall will acknowledge in writing the discharge of the Company’s obligations under the Notes and the this Indenture with respect to the Notes except for those the surviving obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The On the 123rd day following the deposit referred to in clause (1), the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all its obligations in respect of the Notes on the 91st day after the date of the deposit referred to and this Indenture, other than its obligations in clause (a) of this Section 4.1Article II and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06, and each Subsidiary Guarantor’s obligations under its Note Guarantee will terminate, provided the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a1) the The Company has irrevocably deposited or caused to be irrevocably deposited in trust with the Trustee and conveyed all rightTrustee, title and interest to the Trustee as trust funds solely for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) United States and/or U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification certificate thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest any reinvestment, to pay principal of, premium, if any, and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and accrued interest on the Outstanding Notes to maturity or redemption, as the case may be, provided that any redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee. (2) Immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the Stated Maturity date of such principal deposit or interest; provided, that during the Trustee shall have been irrevocably instructed to apply such money or period ending on the proceeds 123rd day after the date of such United States Government Obligations deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the payment Company or any of such principal and interest with respect to its Subsidiaries is a party or by which the Notes;Company or any of its Subsidiaries is bound. (b3) the The Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option deposit, defeasance and discharge had not been exercisedoccurred, which Opinion of Counsel shall must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change charge in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph.

Legal Defeasance. The Company will In addition to discharge of the Indenture pursuant to Section 401, the Partnership shall be deemed to have paid and discharged the Company and entire indebtedness on all the Guarantors will be discharged from any and all obligations in respect Securities of the Notes such a series on the 91st day after the date of the deposit referred to in clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Partnership's right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Partnership's obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Partnership under Section 1002), and the Trustee, at the expense of the CompanyPartnership, shall shall, upon a Partnership Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, "defeasance"): (a1) the Company The Partnership has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holders, in and to series (1A) money cash in an amount, or (2B) United States Government Obligations that, through in the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date case of any payment referred series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in this clause (a)such amounts as will insure the availability of cash, money in an amount or (3C) a combination thereof in an amount thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of (i) the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with respect to the Notesterms of the Indenture and the Securities of such series; (b2) the Company The Partnership has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (A) the Partnership has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, the Holders of Notes the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit, defeasance and discharge had not occurred; (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service duly given pursuant to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required this Indenture or (y) a ruling directed provision therefor satisfactory to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counselshall have been made; (c4) immediately after giving effect to such deposit, on a pro forma basis, no Default or No Event of Default or event which with respect to the Notes notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(fdeposit; (5) and 5.1(g) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are concerned, at any time during in default within the period ending on the 91st day after such date meaning of such depositAct); (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Partnership is a party or by which it is bound; (7) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (d) the Company 8) The Partnership has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 provision have been complied with. Notwithstanding For this purpose, such defeasance means that the foregoing paragraphPartnership and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be "Outstanding" only for the Company’s purposes of Section 1304 and the rights and obligations referred to in Sections 2.4clauses (i) through (vii), 2.6inclusive, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture first paragraph of this Section, and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s to have satisfied all its other obligations under the Notes Securities of such series and this Indenture insofar as the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphSecurities of such series are concerned.

Legal Defeasance. The (i) On and after the date the conditions set forth in clause (ii) below are satisfied (“legal defeasance”), each of the Company will and each Guarantor shall be deemed to have been discharged from its obligations with respect to the Securities of any Series and this Indenture with respect to such Series, including the obligations of the Guarantors under their Guarantees. For this purpose, such legal defeasance means that each of the Company and each Guarantor shall be deemed to have paid and discharged the Company entire indebtedness represented by such Outstanding Securities, including that of the Guarantors under their Guarantees, which shall thereafter be deemed to be “Outstanding” only for the purposes of this Section 11.1 and the Guarantors will be discharged from any and all obligations in respect other Sections of the Notes on the 91st day after the date of the deposit this Indenture referred to in clause clauses (aA) of this Section 4.1and (B) below, and the provisions to have satisfied all of its other obligations under such Securities and this Supplemental Indenture will no longer be in effect with respect to the Notes, insofar as such Securities are concerned (and the Trustee, at the expense of the Company, Company shall execute proper instruments acknowledging the same if: same), except for the following which shall survive until otherwise terminated or discharged hereunder: (ai) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit rights of the Holders of Notessuch Outstanding Securities to receive, under solely from the terms of an irrevocable trust agreement fund described in form clause (ii)(A) and substance satisfactory to the Trustee as trust funds more fully set forth in trustsuch clause, specifically pledged to the Trustee for the benefit of such Holders as security for payment payments in respect of the principal of and interest, if any, on, and Additional Amounts, if any, with respect to, such Securities when such payments are due, (ii) the obligations of the Company and the Trustee with respect to such Securities under Sections 2.8, 2.9, 3.2 and 3.4 hereof and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 3.7 hereof (but only to the Notesextent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to clause (ii)(A)), (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 11. (ii) The following shall be the conditions to application of clause (i) above to any Outstanding Securities of or within a Series: (A) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.9 hereof who shall agree to comply with the provisions of this Section 11.1(c) applicable to it) as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such HoldersSecurities, in and to (1) an amount of money in an amountthe Currency in which such Securities are then specified as payable, or (2) United States Government Obligations that, through (determined on the payment basis of interest and principal the Currency in respect thereof which such Securities are then specified as payable) maturing in accordance with their terms, will provide, not later than one day before the due date of any payment referred terms as to principal and interest in this clause (a), money in an amount such amounts and at such times or (3) a combination thereof thereof, in each case, as to ensure the availability of an amount of cash that is sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and dischargedischarge the entire indebtedness (including all principal and accrued interest, without consideration of the any reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest interest) on such Securities; (B) such legal defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture, the Credit Agreement or any other material agreement or instrument to which the Company, any Covered Subsidiary or any Guarantor is a party or by which it is bound; (C) no Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and be continuing on the Notesdate of such deposit and at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (bD) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under this Section 11.1(c) have been complied with; (E) the Company shall have delivered to the Trustee an Officer’s Certificate as to its solvency and the absence of intent of preferring Holders over other creditors of the Company or any Guarantor; (F) the Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Company has delivered to received from the Trustee Internal Revenue Service a letter ruling, or there has been published by the Internal Revenue Service a Revenue Ruling, or (2) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either (x) an Opinion of Counsel case to the effect that that, and based thereon such opinion shall confirm that, the Holders of Notes such Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such legal defeasance and will be subject to federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such option legal defeasance had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such depositoccurred; and (dG) notwithstanding any other provisions of this Section 11.1(c), such legal defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company has delivered or the Guarantors in connection therewith pursuant to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph2.3 hereof.

Legal Defeasance. The On the 123rd day following the deposit referred to in clause (1), the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all its obligations in respect of the Notes on the 91st day after the date of the deposit referred to and this Indenture, other than its obligations in clause (a) of this Section 4.1Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06, and each Subsidiary Guarantor’s obligations under its Note Guarantee will terminate, provided the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a1) the The Company has irrevocably deposited or caused to be irrevocably deposited in trust with the Trustee and conveyed all rightTrustee, title and interest to the Trustee as trust funds solely for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) United States and/or U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification certificate thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest any reinvestment, to pay principal of, premium, if any, and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and accrued interest on the Outstanding Notes to maturity or redemption, as the case may be, provided that any redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee. (2) Immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the Stated Maturity date of such principal deposit or interest; provided, that during the Trustee shall have been irrevocably instructed to apply such money or period ending on the proceeds 123rd day after the date of such United States Government Obligations deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the payment Company or any of such principal and interest with respect to its Subsidiaries is a party or by which the Notes;Company or any of its Subsidiaries is bound. (b3) the The Company has delivered to the Trustee Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option deposit, defeasance and discharge had not been exercisedoccurred, which Opinion of Counsel shall must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change charge in applicable federal income tax law after the Issue Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (dB) the defeasance trust is not required to register as an investment company under the Investment Company Act of 1940 and, after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law. (4) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding Prior to the foregoing paragraphend of the 123-day period, none of the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of under the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstandingwill be discharged. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those the surviving obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The Upon making the deposit referred to in Section 8.02(a), the Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all their obligations in respect of the Notes on the 91st day after the date of the deposit referred to and this Indenture, other than their obligations in clause Article 2 and Sections 4.01, 4.02, 7.07, 7.08 and as set forth in clauses (ai) through (vi) of this Section 4.1, and 8.01; provided that the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trustfor the purpose of making the following payments, specifically pledged dedicated solely to the Trustee for the benefit of such Holders as security for payment the holders of the principal of and interest, if any, on Notes in cash or Governmental Obligations or a combination thereof (other than moneys repaid by the Notes, and dedicated solely to, Trustee or any Paying Agent to the benefit of such Holders, in and to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof Company in accordance with their terms, will provide, not later than one day before the due date of any payment referred to Section 8.06) in this clause (a), money in an amount or (3) a combination thereof in an amount sufficienteach case sufficient without reinvestment, in the written opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration and which shall be applied by the Trustee to pay and discharge, all of the reinvestment principal, premium (if any) and interest when the same becomes due and payable at Stated Maturity, upon optional redemption, upon required repurchase or otherwise or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of such interest and after payment notice of all federal, state and local taxes or other charges and assessments in respect thereof payable redemption by the Trustee, Trustee in the principal of Company’s name and interest on at the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesCompany’s expense; (b) unless the Notes have become due and payable or will become due and payable at Stated Maturity or upon redemption within one year and, in the case of redemption, the Company has entered into arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name of the Trustee, the Company has delivered to the Trustee either (x) an Opinion of Counsel to stating that, as a result of an IRS ruling or a change in applicable U.S. federal income tax law, the effect that Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 deposit, defeasance and discharge to be effected and will be subject to the same federal income tax on the same amount and in the same manner and at the same times as would have been be the case if such option had the deposit, defeasance and discharge did not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counseloccur; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the outstanding Notes shall have has occurred and be is continuing on at the date time of such deposit orafter giving effect to the deposit; (d) the defeasance will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during assuming all Notes were in default within the period ending on the 91st day after such date meaning of such depositAct; (e) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or material instrument (other than this Indenture and the Notes) to which the Company is a party or by which it is bound; and (df) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding Upon and following the satisfaction of the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable depositconditions, the Trustee upon request shall will acknowledge in writing the discharge of the Company’s obligations under the Notes and the this Indenture with respect to the Notes except for those the surviving obligations in the immediately preceding paragraphspecified above.

Legal Defeasance. The Company will In addition to discharge of the Indenture pursuant to Section 401, the Partnership and each of the Guarantors shall be deemed to have paid and discharged the Company entire indebtedness on all the Securities of such a series and the Guarantors will be discharged from any and all obligations in respect of the Notes related Securities Guarantees on the 91st day after the date of the deposit referred to in clause Clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Securities of such series and any related Securities Guarantee shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Partnership’s right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Partnership’s obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Partnership under Section 1002), and the Trustee, at the expense of the CompanyPartnership, shall shall, upon a Partnership Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, “defeasance”): (a1) the Company The Partnership has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holders, in and to series (1A) money cash in an amount, or (2B) United States Government Obligations that, through in the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date case of any payment referred series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in this clause (a)such amounts as will insure the availability of cash, money in an amount or (3C) a combination thereof in an amount thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of (i) the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with respect to the Notesterms of the Indenture and the Securities of such series; (b2) the Company The Partnership has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (A) the Partnership has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, the Holders of Notes the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit, defeasance and discharge had not occurred; (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service duly given pursuant to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required this Indenture or (y) a ruling directed provision therefor satisfactory to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counselshall have been made; (c4) immediately after giving effect to such deposit, on a pro forma basis, no Default or No Event of Default or event which with respect to the Notes notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(fdeposit; (5) and 5.1(g) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are concerned, at any time during in default within the period ending on the 91st day after such date meaning of such depositAct); (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Partnership or any Guarantor is a party or by which the Partnership or any Guarantor is bound; (7) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (d) the Company 8) The Partnership has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 provision have been complied with. Notwithstanding For this purpose, such defeasance means that the foregoing paragraphPartnership and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be “Outstanding” only for the Company’s purposes of Section 1304 and the rights and obligations referred to in Sections 2.4Clauses (i) through (vii), 2.6inclusive, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture first paragraph of this Section, and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s to have satisfied all its other obligations under the Notes Securities of such series and this Indenture insofar as the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphSecurities of such series are concerned.

Legal Defeasance. The Company will be deemed to have paid and the Company and the Guarantors will be discharged from any and all obligations in respect of the Notes on the 91st day after the date of the deposit referred to in clause (a) of this Section 4.19.03, and the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money U.S. Dollars in an amount, (2) United States U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding outstanding Notes on the Stated Maturity of such principal or interest; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal and interest with respect to the Notes; (b) the Company has delivered to the Trustee either (x) an Opinion of Counsel to the effect that Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 9.03 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f6.01(f) and 5.1(g(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 9.03 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.42.02, 2.62.07, 2.82.08, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 7.07 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof 7.08 shall survive until the Notes are no longer Outstandingoutstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 7.07 of the Initial this Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the this Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph.

Legal Defeasance. (a) The Company will and the Guarantors may, at the option of the Company, by a Board Resolution, at any time, elect to have this Section be applied to all outstanding Notes and any Guarantees upon compliance with the conditions set forth in Section 9.04. (b) Upon the Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (b), the Company and each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 9.04, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and any Guarantees on the date the conditions set forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Company and each Guarantor shall be deemed to have paid and discharged the Company entire Indebtedness represented by the outstanding Notes and any Guarantees, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 9.05 and the Guarantors will be discharged from any and all obligations in respect other Sections of the Notes on the 91st day after the date of the deposit this Indenture referred to in clause (ai) of this Section 4.1and (ii) below, and the provisions of to have satisfied all their other respective obligations under such Notes and this Supplemental Indenture will no longer be in effect with respect to the Notes, (and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging the same if: same), and Holders and any amounts deposited under Section 9.04 shall cease to be subject to any obligations to, or the rights of, any holder of Senior Indebtedness under Article 10 or otherwise or any holder of Guarantor Senior Indebtedness under Article 11 or otherwise, except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (ai) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit rights of the Holders of Notesoutstanding Notes to receive solely from the trust fund described in Section 9.05, under the terms of an irrevocable trust agreement and as more fully set forth in form and substance satisfactory to the Trustee as trust funds such Section, payments in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment respect of the principal of and interestof, premium, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on such Notes when such payments are due, (ii) the Outstanding Company's obligations with respect to such Notes on under Article 2 and Section 4.07, (iii) the Stated Maturity rights, powers, trusts, duties and immunities of such principal or interest; provided, that the Trustee shall have been irrevocably instructed hereunder and the Company's obligations in connection therewith and (iv) this Article 9. Subject to apply such money or compliance with this Article 9, the proceeds Company may exercise its option under this Section 9.02 notwithstanding the prior exercise of such United States Government Obligations to the payment of such principal and interest its option under Section 9.03 below with respect to the Notes; (b) the Company has delivered to the Trustee either (x) an Opinion of Counsel to the effect that Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph.

Legal Defeasance. The Company will be deemed to have paid may, provided that no Default or Event of Default has occurred, and the Company and the Guarantors will be discharged from any and all obligations in respect of the Notes is continuing on the 91st day after the date of the deposit referred to below or during the period ending on the 95th calendar day after the date of such deposit or would arise therefrom, terminate, on the 95th calendar day following the deposit referred to below, all of its substantive obligations and all of the substantive obligations of the Subsidiary Guarantors in clause respect of the Notes (aincluding the Company's obligation to pay the principal of (and premium, if any, on) of this Section 4.1, and interest on the provisions of this Supplemental Indenture will no longer be in effect Notes and such Subsidiary Guarantors' guarantee thereof) 66 72 by (i) depositing with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if: (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory agreement, money or United States Government Obligations sufficient (without reinvestment) to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, pay all remaining indebtedness on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1ii) money in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notes; (b) the Company has delivered delivering to the Trustee either (x) an Opinion of Counsel a ruling directed to the Trustee from the Internal Revenue Service to the effect that Holders the holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and termination of obligations or an Opinion of Counsel based upon such a ruling addressed to the Trustee or a change in the applicable Federal tax law since the date of this Indenture, to such effect, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the Company’s 's exercise of its option under this Section 4.1 and paragraph will be subject to federal income tax on the same amount and not result in the same manner and at the same times as would have been the case if such option had not been exercisedCompany, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from or the Internal Revenue Service trust created by the Company's deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the same effect Investment Company Act of 1940, as the aforementioned Opinion of Counsel; amended, and (civ) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered delivering to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in Counsel each case stating that there has been compliance with all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphherein.

Legal Defeasance. The In addition to discharge of the Indenture pursuant to Section 4.1, the Company will shall be deemed to have paid and discharged the Company and entire indebtedness on all the Guarantors will be discharged from any and all obligations in respect of the Notes Debentures on the 91st day after the date of the deposit referred to in clause Clause (a) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Debentures shall no longer be in effect (except as to (1) rights of registration of transfer and exchange of Debentures and the Company's right of optional redemption, (2) substitution of mutilated, destroyed, lost or stolen Debentures, (3) rights of holders of Debentures to receive payments of principal thereof and interest thereon, upon the original Stated Maturities therefor [or on the specified Redemption Dates therefor] (but not upon acceleration), (4) the rights, obligations, duties and immunities of the Trustee hereunder, (5) [the rights to exchange the Debentures], (6) the rights of the Holders of Debentures as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (7) the obligations of the Company under Section 10.2), and the Trustee, at the expense of the Company, shall shall, upon a Company Request, execute proper instruments acknowledging the same if:same, if the conditions set forth below are satisfied (hereinafter, "defeasance"): (a) the The Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of such Holders, in and to the Holders of the Debentures (1i) money cash in an amount, (2) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3ii) U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or (iii) a combination thereof in an amount thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes all Debentures on the Stated Maturity of each date that such principal or interest; provided, that the Trustee shall have been irrevocably instructed interest is due and payable or on any Redemption Date established pursuant to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesClause (c) below; (b) the The Company has delivered to the Trustee either (x) an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that that, and such opinion shall confirm that, the Holders of Notes the Debentures will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 such deposit and defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such option deposit and defeasance had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counseloccurred; (c) immediately after giving effect If the Debentures are to be redeemed prior to Stated Maturity, notice of such deposit, on a pro forma basis, no Default redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made; (d) No Event of Default or event which with respect to the Notes notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (de) the The Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, in Counsel each case stating that all conditions precedent provided for herein or relating to the defeasance contemplated by this Section 4.1 provision have been complied with. Notwithstanding For this purpose, such defeasance means that the foregoing paragraphCompany and any other obligor upon the Debentures shall be deemed to have paid and discharged the entire debt represented by the Debentures, which shall thereafter be deemed to be "Outstanding" only for the Company’s purposes of Section 13.3 and the rights and obligations referred to in Sections 2.4Clauses (1) through (7), 2.6inclusive, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture first paragraph of this Section, and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s to have satisfied all its other obligations under the Notes Debentures and this Indenture insofar as the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraphDebentures are concerned.

Legal Defeasance. The In addition to discharge of the Indenture pursuant to Section 401, the Company will shall be deemed to have paid and discharged the Company and entire indebtedness on all the Guarantors will be discharged from any and all obligations in respect Securities of the Notes a series on the 91st day after the date of the deposit referred to in clause (a1) of this Section 4.1below, and the provisions of this Supplemental Indenture will with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Company’s obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of Holders of Securities of such series as beneficiaries hereof with respect to the Notesproperty so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Company under Section 1002), and the Trustee, at the expense of the Company, shall shall, upon a Company Request, execute proper instruments acknowledging the same if: same, if the conditions set forth below are satisfied (a“Defeasance”): (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of Holders of the Securities of such Holders, in and to series (1A) money cash in an amount, or (2B) United States Government Obligations that, through in the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date case of any payment referred series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in this clause (a)such amounts as will insure the availability of cash, money in an amount or (3C) a combination thereof thereof, in an amount each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of (i) the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with respect to the Notes; (b) the Company has delivered to the Trustee either (x) an Opinion of Counsel to the effect that Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result terms of the Company’s exercise of its option under this Section 4.1 Indenture and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date Securities of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstanding. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those surviving obligations in the immediately preceding paragraph.series;

Legal Defeasance. The Company will be deemed to have paid and After the Company and the Guarantors will be discharged from any and all obligations in respect of the Notes on the 91st 123rd day after the date of following the deposit referred to in clause (a) of this Section 4.18.02, the Company will be deemed to have paid and will be discharged from its obligations in respect of the Notes and the Indenture, other than its obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06, and each Guarantor’s obligations under its Note Guaranty will terminate, provided the provisions of this Supplemental Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same iffollowing conditions have been satisfied: (a) the The Company has irrevocably deposited or caused to be irrevocably deposited in trust with the Trustee and conveyed all rightTrustee, title and interest to the Trustee as trust funds solely for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2) United States or U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification certificate thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federalany reinvestment, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the to pay principal of and interest on the Outstanding Notes on to maturity or redemption, as the Stated Maturity of such principal or interest; providedcase may be, provided that the Trustee shall have any redemption before maturity has been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations provided for under arrangements satisfactory to the payment of such principal and interest with respect to the Notes;Trustee. (b) No Default has occurred and is continuing on the date of the deposit or occurs at any time during the 123-day period following the deposit. (c) The deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound. (d) The Company has delivered to the Trustee Trustee (i) either (x) an Opinion of Counsel a ruling received from the Internal Revenue Service to the effect that the Holders of Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.1 defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Issue Date such that a ruling is no longer required or (y) an Opinion of Counsel, based on a ruling directed to change in law after the Trustee received from date of the Internal Revenue Service Indenture, to the same effect as the aforementioned Opinion of Counsel; ruling described in clause (c) immediately after giving effect to such depositx), on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; and (dii) an Opinion of Counsel to the effect that (A)) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) the Holders have a valid first priority security interest in the trust funds (subject to customary exceptions), and (C) after the passage of 123 days following the deposit, the trust funds will not be subject to the effect of S▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law. (e) If the Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the deposit and defeasance will not cause the Notes to be delisted. (f) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.1 have been complied with. Notwithstanding Prior to the foregoing paragraphend of the 123-day period, none of the Company’s obligations in Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of under the Initial Indenture and Sections 4.4, 4.5 and 5.1 hereof shall survive until the Notes are no longer Outstandingwill be discharged. Thereafter, the Company’s obligations in Sections 4.4 and 4.5 hereof shall survive and Section 11.2 of the Initial Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture with respect to the Notes except for those the surviving obligations in the immediately preceding paragraphspecified above.