Total Defeasance. If the Company shall exercise the option provided in Section 10.1 to have this Section 10.2 apply with respect to all Outstanding Notes, the Company shall be deemed to have been discharged from its obligations with respect to such Notes on the date the conditions set forth below are satisfied (hereinafter, “Total Defeasance”). For this purpose, Total Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Notes and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Company and the Trustee, upon the written request of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (i) the right of Holders of such Notes to receive, solely from the trust fund set forth in Section 10.4 and as more fully set forth in such Section, payments in respect of the principal of and interest on such Notes when such payments are due, (ii) the Company’s obligations under Sections 2.3, 2.4, 2.6, 2.7, 3.2, 3.3, 6.6, 6.10, 6.11 and 12.9; and (iii) the provisions of Article VI and this Article X. Subject to compliance with this Article X, the Company may exercise Total Defeasance notwithstanding the prior exercise of Partial Defeasance.
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