Common use of Defeasance and Discharge Clause in Contracts

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee Guarantees of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (option, if any) , to have this Section 1302 applied to any Securities or any series of Securities, as the case may beor if this Section 1302 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary related Guarantees as provided in this Section 1302 on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such SectionSection 1305, payments in respect of the principal of and any premium premium, if any, and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities and the Guarantors’ obligations with respect to such Guarantees under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this ArticleArticle XIII. Subject to compliance with this ArticleArticle XIII, the Company or the Guarantors may exercise its option (their option, if any) , to have this Section 1302 applied to the Securities of any Securities series and the related Guarantees notwithstanding the prior exercise of its option (option, if any) , to have Section 1503 1303 applied to such SecuritiesSecurities and Guarantees.

Defeasance and Discharge. Upon the Company’s or the Parent Guarantor’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, each of the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor the Guarantors shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompany or the Parent Guarantor, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s or the Guarantors’ obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company and the Parent Guarantor may exercise its their option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its the above option (if any) applicable to have this Section applied with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section any related coupons on and after the date the conditions set forth in Section 1504 15.04 are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any related coupons, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 15.05 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and any related coupons and this Indenture insofar as such Securities and any related coupons are concerned (and the TrusteeTrustees, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities and any related coupons to receive, solely from the trust fund described in Section 1504 15.04 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any) and interest interest, if any, on such Securities and any related coupons when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 11.02 and 1003, and, if applicable, their obligations 11.03 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 11.05, (3C) the rights, powers, trusts, duties and immunities of the Trustee Trustees hereunder and (4D) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have under this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 15.03 with respect to such SecuritiesSecurities and any related coupons.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) provided in Section 13.01 to have this Section applied defease the Outstanding Securities of a particular series, the Company and, with respect to any Securities or any series of Securities, as Securities to which the case may beprovisions of Article Fifteen shall apply, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance means shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and, the Company and, with respect to any series of Securities and to which the provisions of Article Fifteen shall apply, the Guarantor shall be deemed to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided, subject to however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of and any premium premium, if any, interest, if any, and interest Additional Amounts known, at the time such defeasance is effected, to be payable, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3042.05, 3052.06, 3062.07, 1002 4.02, 5.01, 7.06 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities12.04, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; (d) any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 2.01 with respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Shares or other securities or property and (4e) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Company may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 401 of its the option (applicable to this Section 402, the Company, each Guarantor and any other obligor upon the Securities, if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor and any other obligor upon the Securities shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 304, 305, 306308, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 15.04 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 15.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 100310.03, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 15.03 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 100310.03, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.03 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 14.01) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 100310.03, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.03 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee Guarantees of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, or to convert such Securities in accordance with their termsthe provisions of Article Seventeen, (2) the Company’s 's and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, 1003 and, if applicable, their obligations with respect to the conversion of such SecuritiesArticle Seventeen, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 1401) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s 's exercise of its the above option (if any) applicable to have this Section applied with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Security Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1404 are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company and each Security Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities Outstanding Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all of its other obligations under such Securities and this Indenture and any Security Guarantee insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 1504 1404 and as more fully set forth in such Section, payments in respect of the principal of (and any premium or Make-Whole Amount, if any) and interest interest, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations 1003 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 1011, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4D) this Article. Subject to compliance with this ArticleArticle Fourteen, the Company may exercise its option (if any) to have under this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 1403 with respect to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1a) rights of registration of transfer and exchange of Securities of such series and the Company’s right of optional redemption, if any, (b) substitution of mutilated, destroyed, lost or stolen Securities, (c) rights of Holders of such Securities to receivereceive payments of principal thereof and interest thereon, solely from upon the trust fund described in Section 1504 original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and as more fully set forth in such Section, payments in respect remaining rights of the principal of and any premium and interest on such Securities when payments are due, orholders to receive mandatory sinking fund payments, if applicable, to convert such Securities in accordance with their termsany, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3d) the rights, powers, trustsobligations, duties and immunities of the Trustee hereunder hereunder, and the Company’s obligations in connection therewith (including, but not limited to, Section 6.07), (e) the rights, if any, to convert or exchange the Securities of such series, (f) the rights of Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (4g) this Articlethe obligations of the Company under Section 10.02. Subject to compliance with this Article, the The Company may exercise its Defeasance option (if any) to have this Section applied to any Securities notwithstanding the its prior exercise of its option (if any) to have Section 1503 applied to such SecuritiesCovenant Defeasance option.

Defeasance and Discharge. Upon the Company’s exercise of its the above option (if any) applicable to have this Section applied with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section any related Coupons on and after the date the conditions set forth in Section 1504 1404 are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any related Coupons, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and any related Coupons and this Indenture insofar as such Securities and any related Coupons are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities and any related Coupons to receive, solely from the trust fund described in Section 1504 1404 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any, on) and interest on such Securities and any related Coupons when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations 1003 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 1005, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4D) this ArticleArticle Fourteen. Subject to compliance with this ArticleArticle Fourteen, the Company may exercise its option (if any) to have under this Section applied to any Securities 1402 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 1403 with respect to such SecuritiesSecurities and any related Coupons.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee Guarantees of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “"Defeasance”"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s 's and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XIV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 13.01) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 12.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 12.04(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304Section 3.04, 305Section 3.05, 306Section 3.06, 1002 Section 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such SecuritiesSection 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 12.03 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 12.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 12.04(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304Section 3.04, 305Section 3.05, 306Section 3.06, 1002 Section 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such SecuritiesSection 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 12.03 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (option, if any) , to have this Section 1302 applied to any Securities or any series of Securities, as the case may beor if this Section 1302 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary related Guarantees as provided in this Section 1302 on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such SectionSection 1305, payments in respect of the principal of and any premium premium, if any, and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities and the Guarantors’ obligations with respect to such Guarantees under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the obligations of each of the Guarantors and the Company in connection therewith and (4) this ArticleArticle XIII. Subject to compliance with this ArticleArticle XIII, the Company or the Guarantors may exercise its option (their option, if any) , to have this Section 1302 applied to the Securities of any Securities series and the related Guarantees notwithstanding the prior exercise of its option (option, if any) , to have Section 1503 1303 applied to such SecuritiesSecurities and Guarantees.

Defeasance and Discharge. Upon the Company’s exercise under Section 401 of its the option (applicable to this Section 402, the Company, each Guarantor and any other obligor upon the Securities, if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Defeased Securities under Sections 304, 305, 306308, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) provided in Section 13.01 to have this Section applied to any defease the Outstanding Securities or any series of Securities, as the case may bea particular series, the Company Issuer shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called “Defeasance”hereinafter, "DEFEASANCE"). For this purpose, such Defeasance means shall mean that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same); PROVIDED, subject to HOWEVER, that the following which rights, obligations, powers, trusts, duties, immunities and indemnities shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of (and any premium and other amounts, if any) and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s Issuer's obligations with respect to such Securities under Sections 3041.15, 3053.04, 3063.05, 1002 3.06, 3.07, 7.01, 7.02, 8.03, 10.02, the last paragraph of Sections 10.04, 10.05, Sections 13.05 and 1003, and, if applicable, their obligations with respect to 13.06 as well as any obligation under the conversion terms of the Securities of such Securitiesseries to maintain a registrar or paying agent, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer's obligations with respect therewith, and (4D) this Article. Subject to compliance with this Article, the Company Issuer may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon The following provisions shall apply to the Company’s exercise Securities of its option each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 3.1. In addition to discharge of this Indenture pursuant to Sections 4.1 and 4.3, in the case of any series of Securities with respect to which an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) to have this Section applied to any Securities or any series of Securitiesand interest, as certified pursuant to subparagraph (a) of Section 4.4 can be determined at the case may betime of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have been paid and discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the entire indebtedness on all the Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees a series as provided in this Section on and after the date the conditions set forth in Section 1504 4.4 are satisfied (herein called “Defeasance”). For this purposesatisfied, such Defeasance means that and the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and provisions of this Indenture insofar 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, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities are concerned of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.4, payments of principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 4.2, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vii) the Company's obligation to pay the expenses of any Citigroup Trust under Section 10.6) (hereinafter called "Defeasance"), and the Trustee, Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on On and after the date the conditions set forth in Section 1504 1304 are satisfied satisfied, the Corporation and the Guarantor may cause themselves to be discharged from their obligations with respect to any Securities or any series of Securities and the Guarantees endorsed thereon (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that the Company Corporation and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other obligations under such Securities and the Guarantees endorsed thereon and this Indenture insofar as such Securities and the Guarantees endorsed thereon are concerned (and the Trustee, at the expense of the CompanyCorporation and the Guarantor, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s Corporation's, the Guarantor's and each Subsidiary Guarantor’s Trustee's obligations with respect to such Securities and the Guarantees endorsed thereon under Sections 304, 305, 306, 1002 1002, 1003 and 1003, and, if applicable, their obligations 1306 and with respect to the conversion of such SecuritiesTrustee under Section 607, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied Defeasance with respect to any Securities or any series of Securities and the Guarantees endorsed thereon by the Corporation and the Guarantor is permitted under this Section 1302 notwithstanding the prior exercise by the Corporation of its option (if any) to have rights under Section 1503 applied 1303 with respect to such Securities. Following a Defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise under Section 15.1 of its the option (applicable to this Section 15.2, the Company, each Guarantor and any other obligor upon the Securities, if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 15.4 below are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Debt represented by such Securities the Defeased Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 15.5 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 15.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Defeased Securities under Sections 3043.4, 3053.5, 3063.6, 1002 10.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.3, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 6.7, and (4d) this ArticleArticle Fifteen. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 15.2 notwithstanding the prior exercise of its option (if any) under Section 15.3 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company Issuer shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 14.4 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 14.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary GuarantorIssuer’s obligations with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 11.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities11.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (4) this ArticleArticle 14. Subject to compliance with this ArticleArticle 14, the Company Issuer may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 14.3 applied to such Securities. Upon the completion of any Defeasance in respect of any Securities, each Guarantor in respect of such series of Securities shall be deemed to have been unconditionally and irrevocably released from all obligations under this Indenture in respect of such Securities, without the need for any notice, document or action.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 401 of its the option (if any) applicable to have this Section applied to 402, the Company and any Securities or any other obligor upon the applicable series of Securities, as the case may beif any, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such series of Securities and this Indenture insofar as such series of Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities series of Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 303, 304, 305, 306307, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such a series of Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304Section 3.04, 305Section 3.05, 306Section 3.06, 1002 Section 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such SecuritiesSection 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.03 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) provided in Section 13.01 to have this Section applied to any defease the Outstanding Securities or any series of Securities, as the case may bea particular series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called “Defeasance”hereinafter, "DEFEASANCE"). For this purpose, such Defeasance means shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); PROVIDED, subject to HOWEVER, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of (and any premium and other amounts, if any) and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 3043.03, 3053.05, 3063.06, 1002 3.07, 7.01, 7.02, 10.01, 10.02, the last paragraph of Section 10.05, and 1003Sections 13.05 and 13.06, and, if applicable, their obligations with respect to as well as any obligation under the conversion terms of the Securities of such Securitiesseries to maintain a registrar or paying agent, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations with respect thereto, and (4D) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon Publishing's exercise under Section 4.01 of the Company’s exercise of its option (if any) applicable to have this Section applied to any Securities or any series of Securities4.02, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor Publishing shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”)hereinafter, "defeasance") and each Guarantor shall be deemed to be discharged from its obligations with respect to its Guarantee relating to the Defeased Securities. For this purpose, such Defeasance defeasance means that the Company Publishing shall be deemed to have paid and discharged the entire indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyPublishing and upon written request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 4.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s Publishing's obligations with respect to such Defeased Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.03, (3c) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder hereunder, and (4d) this ArticleArticle IV. Subject to compliance with this ArticleArticle IV, the Company Publishing may exercise its option (if any) to have under this Section applied to any Securities 4.02 notwithstanding the prior exercise of its option (if any) under Section 4.03 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon The following provisions shall apply to the Company’s exercise Securities of its option each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 3.1. In addition to discharge of this Indenture pursuant to Sections 4.1 and 4.3, in the case of any series of Securities with respect to which an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) to have this Section applied to any Securities or any series of Securitiesand interest, as certified pursuant to subparagraph (a) of Section 4.4 can be determined at the case may betime of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have been paid and discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the entire indebtedness on all the Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees a series as provided in this Section on and after the date the conditions set forth in Section 1504 4.4 are satisfied (herein called “Defeasance”). For this purposesatisfied, such Defeasance means that and the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and provisions of this Indenture insofar 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, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities are concerned of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.4, payments of principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 4.2, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them) and (vii) the Company's obligation to pay the expenses of any Financing Trust under Section 10.6) (hereinafter called "Defeasance"), and the Trustee, Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s Issuer's exercise of its the above option (if any) applicable to have this Section applied to any Securities or any series of Securities, as the case may beSection, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor Issuer shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Outstanding Debt Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the conditions precedent set forth in Section 1504 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Debt Securities of such Securities series and to have satisfied all its other obligations under such Debt Securities and this Indenture insofar as such Debt Securities are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Debt Securities of such Securities series to receive, solely from the trust fund described in Section 1504 and 13.04 as more fully set forth in such Sectionsection, payments in respect of the principal of (and any premium premium, if any) and interest on such Debt Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s Issuer's obligations with respect to such Debt Securities under Sections 3042.08, 3052.09, 3062.11, 1002 3.02, 3.04 and 1003, and, if applicable, their 6.06 and such obligations with respect to the conversion of such Securitiesas shall be ancillary thereto, (3c) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder hereunder, (d) the Issuer's obligations, if any, with respect to a conversion or exchange of Debt Securities and (4e) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Company Issuer may exercise its option (if any) to have under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) under Section 13.03 with respect to have Section 1503 applied to the Debt Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) provided in Section 13.01 to have this Section applied defease the Outstanding Securities of a particular series, the Company and, with respect to any Securities or any series of Securities, as Securities to which the case may beprovisions of Article Fifteen shall apply, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance means shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and, the Company and, with respect to any series of Securities and to which the provisions of Article Fifteen shall apply, the Guarantor shall be deemed to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided, subject to however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of and any premium premium, if any, interest, if any, and interest Additional Amounts known, at the time such defeasance is effected, to be payable, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3042.05, 3052.06, 3062.07, 1002 4.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities12.04, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; (d) any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 2.01 with respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Shares or other securities or property and (4e) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Company may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s 's exercise of its the above option (if any) applicable to have this Section applied with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section any related coupons on and after the date the conditions set forth in Section 1504 1404 are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any related coupons, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and any related coupons and this Indenture insofar as such Securities and any related coupons are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities and any related coupons to receive, solely from the trust fund described in Section 1504 1404 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any) and interest interest, if any, on such Securities and any related coupons when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations 1003 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 1005, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4D) this ArticleArticle Fourteen. Subject to compliance with this ArticleArticle Fourteen, the Company may exercise its option (if any) to have under this Section applied to any Securities 1402 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 1403 with respect to such SecuritiesSecurities and any related coupons. Money and securities held in trust pursuant to this Section 1402 shall not be subject to Article Sixteen.

Defeasance and Discharge. Upon the Company’s exercise of its option (option, if any) , to have this Section 13.02 applied to any Securities or any series of Securities, as the case may beor if this Section 13.02 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary related Guarantees as provided in this Section 13.02 on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04 and as more fully set forth in such SectionSection 13.05, payments in respect of the principal of and any premium premium, if any, and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their the Guarantors’ obligations with respect to the conversion of such SecuritiesGuarantees under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this ArticleArticle XIII. Subject to compliance with this ArticleArticle XIII, the Company or the Guarantors may exercise its option (their option, if any) , to have this Section 13.02 applied to the Securities of any Securities series and the related Guarantees notwithstanding the prior exercise of its option (option, if any) , to have Section 1503 13.03 applied to such SecuritiesSecurities and Guarantees.

Defeasance and Discharge. Upon On and after the Company’s exercise date on which the conditions set forth in SECTION 407 are satisfied with respect to the Securities of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may beseries, the Company shall be deemed to have been discharged from its obligations, paid and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “Defeasance”hereinafter "DEFEASANCE"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities which shall thereafter be deemed to be "OUTSTANDING" only for the purposes of SECTION 408 and the other Sections of this Indenture referred to in clause (ii) of this SECTION 405, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, upon payment of all amounts due it under SECTION 607, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same), subject to except the following which shall survive until otherwise terminated or discharged hereunder: (1i) the rights of Holders of such Securities to receive, solely from the trust fund funds described in Section 1504 SECTION 407(a) and as more fully set forth in such SectionSECTION 407(a), payments in respect of the principal of of, premium, if any, and any premium and interest interest, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, ; (2ii) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, SECTIONS 305, 306309, 1002 and 1003, and1003 and with respect to the payment of Additional Amounts, if applicableany, their payable with respect to such Securities as specified pursuant to clause (13) of SECTION 301; (iii) the Company's obligations with respect to the a conversion or exchange of such Securities, ; (3iv) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; and (4v) this ArticleARTICLE FOUR. Subject to compliance with this ArticleARTICLE FOUR, the Company may exercise its option defease the Securities of any series under this SECTION 405 notwithstanding a prior covenant defeasance (if anyas defined herein) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied under SECTION 406 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of its the above option (if any) applicable to have this Section applied with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Security Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1404 are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company and each Security Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities Outstanding Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all of its other obligations under such Securities and this Indenture and any Security Guarantee insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 1504 1404 and as more fully set forth in such Section, payments in respect of the principal of (and any premium or Make-Whole Amount, if any) and interest interest, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations 1003 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 1010, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4D) this Article. Subject to compliance with this ArticleArticle Fourteen, the Company may exercise its option (if any) to have under this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 1403 with respect to such Securities.

Defeasance and Discharge. Upon the CompanyCorporation’s exercise of its the option (if anyprovided in Section 16(a) to have this Section 16(b) applied to any Securities or any series of Securities, as the case may beDefeasance Group, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor Corporation shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee all the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees Defeasance Group as provided in this Section 16(b) on and after the date the conditions set forth below in Section 1504 16(d) are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Corporation shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities Defeasance Group and to have satisfied all its other obligations under such Securities and this Indenture Agreement insofar as the Securities of such Securities Defeasance Group are concerned (concerned, and the TrusteeCorporation and the Fiscal Agent shall, at upon the expense written request of the CompanyCorporation, shall execute proper instruments a written agreement acknowledging the samesame (which agreement shall be in form and substance reasonably satisfactory to the Fiscal Agent), subject except, unless otherwise set forth in or pursuant to the following applicable Corporation Certificate, for the following, which shall survive until otherwise terminated or discharged hereunder: (1i) the rights of Holders holders of the Securities of such Securities Series to receive, solely from the trust fund described in Section 1504 16(d) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2ii) the Company’s and each Subsidiary GuarantorCorporation’s obligations with respect to the Securities of any Defeasance Group that the text of such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of expressly provides shall survive such Securitiesdefeasance, (3iii) the rights, powers, trusts, duties and immunities of the Trustee Fiscal Agent hereunder and (4iv) this ArticleSection 16. Subject to compliance with this ArticleSection 16, the Company Corporation may exercise its option (if anyunder Section 16(a) to have this Section 16(b) applied to the Outstanding Securities of any Securities Defeasance Group notwithstanding the prior exercise of its option (if anyprovided in Section 16(a) to have Section 1503 16(c) applied to the Outstanding Securities of such SecuritiesDefeasance Group.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) right to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor the Guarantors shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and the Subsidiary Guarantees Guarantees, respectively, as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and the Subsidiary Guarantees, respectively, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 13.05 and the other sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Securities Securities, the Subsidiary Guarantees and this Indenture insofar as such Securities and the Subsidiary Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04 and as more fully set forth in such Section, (i) payments in respect of the principal of and any premium and interest on the Outstanding Securities on the Stated Maturity of such principal or installment of principal of and any premium or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities when on the day on which such payments are due, or, if applicable, to convert such Securities due and payable in accordance with their termsthe terms of this Indenture and the Securities of such series, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.03, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder including the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and the Company’s obligation in connection therewith, and (4d) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities and any Subsidiary Guarantees notwithstanding the prior exercise of its option (if any) to have Section 1503 13.03 applied to such Securitiessecurities.

Defeasance and Discharge. Upon the Company’s exercise under Section 401 of its the option (applicable to this Section 402, the Company, each Guarantor and any other obligor upon the Securities, if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Debt represented by such Securities the Defeased Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 405 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Defeased Securities under Sections 304, 305, 306308, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve XII and Fourteen XIV shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 15.4 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 15.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 10.2 and 100310.3, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 15.3 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise under Section 4.01 of its the option (applicable to this Section 4.02, the Company, each Guarantor, if any) to have this Section applied to , and any Securities or any series of other obligor upon the Securities, as the case may beif any, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 4.04 below are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor, if any, and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 4.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Defeased Securities under Sections 3043.04, 3053.05, 3063.08, 1002 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.03, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 6.07, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 4.02 notwithstanding the prior exercise of its option (under Section 4.03 with respect to the Securities. Covenant Defeasance Upon the Company’s exercise under Section 4.01 of the option applicable to this Section 4.03, the Company and each Guarantor, if any, shall be released from its obligations under any covenant or provision contained or referred to in Sections 10.05 through 10.18, inclusive, and the provisions of Section 8.01(a), with respect to the Defeased Securities, on and after the date the conditions set forth in Section 4.04 below are satisfied (hereinafter, “covenant defeasance”), and the Defeased Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Defeased Securities, the Company and each Guarantor, if any, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section 1503 applied or by reason of any reference in any such Section to any other provision herein or in any other document and such Securitiesomission to comply shall not constitute a Default or an Event of Default under Section 5.01(c) or (g) but, except as specified above, the remainder of this Indenture and such Defeased Securities shall be unaffected thereby.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company Issuer shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 14.4 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the TrusteeTrustees, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 14.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary GuarantorIssuer’s obligations with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 11.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities11.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustees hereunder, and (4) this ArticleArticle 14. Subject to compliance with this ArticleArticle 14, the Company Issuer may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 14.3 applied to such Securities. Upon the completion of any Defeasance in respect of any Securities, each Guarantor in respect of such series of Securities shall be deemed to have been unconditionally and irrevocably released from all obligations under this Indenture in respect of such Securities, without the need for any notice, document or action.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligationsand the Guarantor, and each Subsidiary Guarantor if applicable, shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees under the Guarantee in respect thereof as provided in this Section on and after the date the conditions set forth in Section 1504 13.4 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that the Company and the Guarantor, if applicable, shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and under the Guarantee in respect thereof and to have satisfied all its other obligations under such Securities Securities, such Guarantee and this Indenture insofar as such Securities and the Guarantee in respect thereof are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantor, if applicable, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or(b) the Company's and, if applicable, to convert such Securities in accordance with their termsthe Guarantor's, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3043.6, 3053.7, 306, 1002 10.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.3, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4d) the provisions of this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.3 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) provided in Section 13.01 to have this Section applied defease the Outstanding Securities of a particular series, the Company and, with respect to any Securities or any series of Securities, as Securities to which the case may beprovisions of Article Fifteen shall apply, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance means shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and, the Company and, with respect to any series of Securities and to which the provisions of Article Fifteen shall apply, the Guarantor shall be deemed to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided, subject to however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of and any premium premium, if any, interest, if any, and interest Additional Amounts known, at the time such defeasance is effected, to be payable by the Guarantor, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3042.05, 3052.06, 3062.07, 1002 4.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities12.04, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; (d) any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 2.01 with respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Shares or other securities or property and (4e) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Company may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company Issuer shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 14.4 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the TrusteeTrustees, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 14.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary GuarantorIssuer’s obligations with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 11.1, 11.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities11.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustees hereunder, and (4) this ArticleArticle 14. Subject to compliance with this ArticleArticle 14, the Company Issuer may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 14.3 applied to such Securities. Upon the completion of any Defeasance in respect of any Securities, the Company shall be deemed to have been unconditionally and irrevocably released from all obligations under this Indenture in respect of such Securities, without the need for any notice, document or action.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee Guarantees of such Securities, and the provisions of Articles Twelve Thirteen and Fourteen Fifteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 16.04 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 16.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s 's and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 16.03 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 14.1) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 13.4 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.4(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 10.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.3 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 1401) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, effective with respect to such Securities and Subsidiary Guarantees Guarantees, as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's exercise of its the above option (if any) applicable to have this Section applied with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section any related Coupons on and after the date the conditions set forth in Section 1504 1404 are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any related Coupons, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and any related Coupons and this Indenture insofar as such Securities and any related Coupons are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities and any related Coupons to receive, solely from the trust fund described in Section 1504 1404 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any, on) and interest on such Securities and any related Coupons when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations 1003 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 1005, (3C) the rights, powers, trusts, duties - 76 - and immunities of the Trustee hereunder and (4D) this ArticleArticle Fourteen. Subject to compliance with this ArticleArticle Fourteen, the Company may exercise its option (if any) to have under this Section applied to any Securities 1402 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 1403 with respect to such SecuritiesSecurities and any related Coupons.

Defeasance and Discharge. Upon the Company’s 's exercise of its the above option (if any) applicable to have this Section applied with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section any related Coupons on and after the date the conditions set forth in Section 1504 1404 are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any related Coupons, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and any related Coupons and this Indenture insofar as such Securities and any related Coupons are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities and any related Coupons to receive, solely from the trust fund described in Section 1504 1404 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any, on) and interest on such Securities and any related Coupons when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations 1003 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 1005, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4D) this ArticleArticle Fourteen. Subject to compliance with this ArticleArticle Fourteen, the Company may exercise its option (if any) to have under this Section applied to any Securities 1402 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 1403 with respect to such SecuritiesSecurities and any related Coupons.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, due and any rights of such Holder to convert such Securities in accordance with their termsas provided herein, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 100310.03, and, if applicable, their obligations and with respect to the conversion of Trustee under Section 6.07 and with respect to any rights to convert such SecuritiesSecurities as provided herein, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.03 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 401 of its the option (applicable to this Section 402, the Company, Xxxxxxxx and any other obligor upon the KDSM Senior Debentures, if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities KDSM Senior Debentures and this Indenture insofar as such Securities KDSM Senior Debentures are concerned (and the Trustee, at the expense of the Company, and, upon written request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on such Securities KDSM Senior Debentures when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 304, 305, 306, 307, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 606, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such Securitiesthe KDSM Senior Debentures.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 1401 ) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon On and after the Company’s exercise date on which the conditions set forth in Section 4.6 are satisfied with respect to the Securities of its option (if any) to have this Section applied to or within any Securities or any series of Securities, as the case may beseries, the Company shall be deemed to have been discharged from its obligations, paid and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied any interest coupons appertaining thereto (herein called “Defeasance”hereinafter "defeasance"). For this purpose, such Defeasance defeasance means that (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any interest coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any interest coupons appertaining thereto and this Indenture insofar as such Securities and any interest coupons appertaining thereto are concerned (and the Trustee, upon payment of all amounts due it under Section 6.7, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same)) and (ii) the Guarantors shall be released from all of their obligations under their Senior Subordinated Guarantees and under Article 16 of this Indenture, subject to except the following which shall survive until otherwise terminated or discharged hereunder: (1i) the rights of Holders of such Securities and any interest coupons appertaining thereto to receive, solely from the trust fund funds described in Section 1504 4.6(a) and as more fully set forth in such Section, payments in respect of the principal of of, premium, if any, and any premium and interest interest, if any, on such Securities or any interest coupons appertaining thereto when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, ; (2ii) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 3043.5, 3053.6, 306, 1002 9.2 and 1003, and9.3 and with respect to the payment of additional amounts, if applicableany, their payable with respect to such Securities as specified pursuant to Section 3.1(b)(16); (iii) the Company's obligations with respect to the a conversion or exchange of such Securities, ; (3iv) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4v) this ArticleArticle 4. Subject to compliance with this ArticleArticle 4, the Company may exercise its option (if any) to have defease the Securities of any series and any interest coupons appertaining thereto under this Section applied to any Securities 4.4 notwithstanding the a prior exercise of its option covenant defeasance (if anyas defined herein) to have under Section 1503 applied 4.5 with respect to such SecuritiesSecurities and any interest coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of its the option (if any) applicable to have this Section applied to any Securities or any series of Securities, as the case may be1202, the Company shall be deemed to have been discharged from its obligations, released and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to the Defeased Notes, Holdings shall be deemed to have been released and discharged from its Subsidiary Guarantee of such Securitiesobligations with respect to the 163 Parent Guarantee, and the provisions of Articles Twelve Subsidiary Guarantors shall be deemed to have been released and Fourteen shall cease to be effective, discharged from their obligations with respect to such Securities and the Subsidiary Guarantees as provided in this Section and the Company and the Guarantors shall have released any and all Liens on the Collateral securing the Indebtedness evidenced by the Notes and after to have terminated the Note Security Documents on the date the relevant conditions set forth in Section 1504 1204 are satisfied (herein called hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company, Holdings and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Securities Notes, the Parent Guarantee, the Subsidiary Guarantees and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following following, which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Securities Defeased Notes to receive, solely from the trust fund described in Section 1504 1204 and as more fully set forth in such Section, payments in respect of the principal of and any premium premium, if any, and interest on such Securities Notes when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities Defeased Notes under Sections 304, 305, 306, 1002 402 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities403, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including the Trustee’s rights (and the Company’s obligations) under Section 707, and (4d) this ArticleArticle XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this ArticleArticle XII, the Company may may, at its option and at any time, exercise its option (if any) to have under this Section applied to any Securities 1202 notwithstanding the prior exercise of its option (if any) under Section 1203 with respect to have the Notes. Section 1503 applied to such Securities1203.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section 1302 applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section 1302 on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company [if applicable, insert — and the Guarantors of the Securities] shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities [if applicable, insert — or such Guarantees] are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company [if applicable, insert — and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series] with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section 1302 applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. [if applicable, insert — Upon the effectiveness of Defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.]

Defeasance and Discharge. Upon the Company’s 's exercise of its the option (if any) provided in Section 12.01 applicable to have this Section applied to any Securities or any series of Securities, as the case may beSection, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”)hereinafter, "defeasance") If the Company exercises its defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations under (i) the Subsidiary Guarantee Agreement and the Second Priority Collateral Documents, and (ii) the Second Priority Lien and the Second Priority Mortgages, as they pertain to the Securities, shall be released. For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such the Outstanding Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to ) except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 12.04 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any) and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.03, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4D) this ArticleArticle XII. Subject to compliance with this ArticleArticle XII, the Company may exercise its option (if any) to have under this Section applied to any Securities 12.02 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied to such Securities12.03.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 14.1) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 13.4 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.4(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 10.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.3 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 1401) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company [if applicable, insert – and the Guarantors of the Securities] shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities [if applicable, insert – or such Guarantees] are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company [if applicable, insert – and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series] with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. [if applicable, insert – Upon the effectiveness of Defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in Clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.]

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) right to have this Section applied to any Securities or any series of Securities, as the case may be, the Parent Guarantor, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor the Guarantors shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securitiesthe Parent Guarantee, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and the Subsidiary Guarantees Guarantees, respectively, as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Parent Guarantor, the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Parent Guarantee, such Securities and the Subsidiary Guarantees, respectively, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 13.05 and the other sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under the Parent Guarantee, such Securities Securities, the Subsidiary Guarantees and this Indenture insofar as the Parent Guarantee, such Securities and the Subsidiary Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04 and as more fully set forth in such Section, (i) payments in respect of the principal of and any premium and interest on the Outstanding Securities on the Stated Maturity of such principal or installment of principal of and any premium or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities when on the day on which such payments are due, or, if applicable, to convert such Securities due and payable in accordance with their terms, the terms of this Indenture and the Securities of such series; (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, 10.03; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder including the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and the Company’s obligation in connection therewith; and (4d) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to the Parent Guarantee, any Securities and any Subsidiary Guarantees notwithstanding the prior exercise of its option (if any) to have Section 1503 13.03 applied to such Securitiessecurities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 401 of its the option (applicable to this Section 402, the Company, each Guarantor and any other obligor upon the Securities, if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 304, 305, 306307, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 401 of its the option (if any) applicable to have this Section applied to any Securities or any series of Securities, as the case may be402, the Company shall be deemed to have been discharged from its obligationsand any other obligor upon the Securities, and each Subsidiary Guarantor if any, shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 304, 305, 306307, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if anyapplicable) to have this Section 1502 applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securitiesseries, and the provisions of Articles Twelve and Fourteen Article Thirteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions precedent set forth in Section 1504 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities series which shall thereafter be deemed to be "Outstanding" only for the purposes of the Sections of this Indenture referred to in clauses (A) and (B) of this Section 1502, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any) and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their 1003 and such obligations with respect to the conversion of such Securitiesas shall be ancillary thereto, (3C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (4D) this ArticleArticle Fifteen. Subject to compliance with this ArticleArticle Fifteen, the Company may exercise its option (if any) to have under this Section applied to any Securities 1502 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied with respect to the Securities of such Securitiesseries. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s Issuer's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor Issuer shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, Securities and the provisions of Articles Twelve and Fourteen Guarantors shall cease be deemed to be effective, have been discharged from their obligations with respect to such Securities and Subsidiary Guarantees its Guarantee as provided in this Section 1302 on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that (i) the Company Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and the Guarantees endorsed thereon and to have satisfied all its their other obligations under such Securities and Guarantees, respectively, this Indenture and any other applicable Financing Document insofar as such Securities are concerned (and the Capital Markets Trustee, at the expense of the CompanyIssuer, shall execute proper instruments in form and substance satisfactory to the Issuer and the Guarantors acknowledging the same)) and (ii) subject to the provisions of the Common Security Agreement, all of the Collateral shall be released, without requiring the consent of any Holder, from any and all security interests to the extent held directly or indirectly for the benefit of the Holders, subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such SectionSection 1304, payments in respect of the principal of of, any premium payable upon the redemption or purchase thereof and any other premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s Issuer's obligations with respect to such Securities under Sections 304, 305, 306, 1002 1003 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities1004, (3) the rights, powers, trusts, duties and immunities of the Capital Markets Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company Issuer may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its their option (if any) to have Section 1503 1303 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 401 of its the option (applicable to this Section 402, the Company, each Guarantor and any other obligor upon the Securities, if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor and any other obligor upon the Securities shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 304, 305, 306308, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) to have this Section applied to any Securities and their related Guarantees or any series of SecuritiesSecurities and their related Guarantees, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary the Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its their other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute on Company Order proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s 's and each Subsidiary the Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 305 and 306, 1002 and 1003, and, if applicable, their the Company's obligations with respect to the conversion of such SecuritiesSecurities under Sections 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company or the Guarantor may exercise its option (if any) to have this Section applied to any Securities and their related Guarantees notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such SecuritiesSecurities and their related Guarantees. SECTION 1303.

Defeasance and Discharge. Upon the Company’s exercise of its option (option, if any) , to have this Section 13.02 applied to any Securities or any series of Securities, as the case may beor if this Section 13.02 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary related Guarantees as provided in this Section 13.02 on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1iii) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04 and as more fully set forth in such SectionSection 13.05, payments in respect of the principal of and any premium premium, if any, and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2iv) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their the Guarantors’ obligations with respect to the conversion of such SecuritiesGuarantees under Sections 3.04, (33.05, 3.06, 10.02 and 10.03, v) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4vi) this ArticleArticle 13. Subject to compliance with this ArticleArticle 13, the Company or the Guarantors may exercise its option (their option, if any) , to have this Section 13.02 applied to the Securities of any Securities series and the related Guarantees notwithstanding the prior exercise of its option (option, if any) , to have Section 1503 13.03 applied to such SecuritiesSecurities and Guarantees.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments reasonably requested by the Company acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) provided in Section 13.01 to have this Section applied defease the Outstanding Securities of a particular series, the Company and, with respect to any Securities or any series of Securities, as Securities to which the case may beprovisions of Article Fifteen shall apply, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance means shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series, and the Company and, with respect to any series of Securities and to which the provisions of Article Fifteen shall apply, the Guarantor shall be deemed to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided, subject to however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of and any premium premium, if any, interest, if any, and interest Additional Amounts known, at the time such defeasance is effected, to be payable, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3042.05, 3052.06, 3062.07, 1002 4.02, 5.01, 7.06 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities12.04, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; (d) any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 2.01 with respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Shares or other securities or property and (4e) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Company may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligationsand the Guarantor, and each Subsidiary Guarantor if applicable, shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees under the Guarantee in respect thereof as provided in this Section on and after the date the conditions set forth in Section 1504 13.4 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that the Company and the Guarantor, if applicable, shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and under the Guarantee in respect thereof and to have satisfied all its other obligations under such Securities and under the Guarantee in respect thereof, and this Indenture insofar as such Securities and such Guarantee are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantor, if applicable, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest (including Additional Interest) on such Securities when payments are due, or(b) the Company's and, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 3043.6, 3053.7, 306, 1002 10.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.3, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4d) the provisions of this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.3 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise under Section 1501 of its the option (if any) applicable to have this Section applied to 1502, the Company, each Guarantor and any Securities or any series of other obligor upon the Securities, as the case may beif any, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 below are satisfied hereinafter (herein called “Defeasance”). For this purpose, such Defeasance means that the Company Company, each Guarantor and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1505 and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1i) the rights of Holders Holder of such Defeased Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2ii) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Defeased Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 607, and (4iv) this ArticleArticle Fifteen. Subject to compliance with this ArticleArticle Fifteen, the Company may exercise its option (if any) to have under this Section applied to any Securities 1502 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied with respect to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee Guarantees of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon The following provisions shall apply to the Company’s exercise Securities of its option (if any) each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to have Section 301. In addition to discharge of this Section applied Indenture pursuant to any Securities or Sections 401 and 403, in the case of any series of Securities, as Securities with respect to which the case may beexact amount described in subparagraph (a) of Section 404 can be determined at the time of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have been paid and discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the entire indebtedness on all the Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees a series as provided in this Section on and after the date the conditions set forth in Section 1504 404 are satisfied (herein called “Defeasance”). For this purposesatisfied, such Defeasance means that and the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and provisions of this Indenture insofar 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, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities are concerned of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 404, payments of principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 402 and (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them) (hereinafter called "Defeasance"), and the Trustee, Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (option, if any) , to have this Section 13.02 applied to any Securities or any series of Securities, as the case may beor if this Section 13.02 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary related Guarantees as provided in this Section 13.02 on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04 and as more fully set forth in such SectionSection 13.05, payments in respect of the principal of and any premium premium, if any, and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their the Guarantors’ obligations with respect to the conversion of such SecuritiesGuarantees under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the obligations of each of the Guarantors and the Company in connection therewith and (4) this ArticleArticle XIII. Subject to compliance with this ArticleArticle XIII, the Company or the Guarantors may exercise its option (their option, if any) , to have this Section 13.02 applied to the Securities of any Securities series and the related Guarantees notwithstanding the prior exercise of its option (option, if any) , to have Section 1503 13.03 applied to such SecuritiesSecurities and Guarantees.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) of the Companies to have this Section applied to any Securities or any series of Securities, as the case may be, the Company Companies shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 SECTION 14.04 are satisfied (herein hereinafter called “"Defeasance”)") and the obligation of the applicable Company to make payment with respect to the principal of and premium, if any, and interest on the First Mortgage Bonds shall be satisfied and discharged, as provided in the supplemental trust indenture or indentures to the applicable First Mortgage creating such First Mortgage Bonds and the First Mortgage Bonds shall cease to secure the Securities in any manner. For this purpose, such Defeasance means that the Company Companies shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompanies, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 SECTION 14.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations of the Companies with respect to such Securities under Sections 304SECTIONS 3.04, 3053.05, 3063.06, 1002 11.02 and 1003, and, if applicable, their obligations 11.03 and with respect to the conversion of such SecuritiesTrustee under SECTION 7.07, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and hereunder, (4) this Article, and (5) the obligation to repay that portion of the principal of and interest on the Insured Security that is paid by AMBAC Indemnity pursuant to the Financial Guaranty Insurance Policy. Subject to compliance with this Article, the Company Companies may exercise its their option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its their option (if any) to have Section 1503 SECTION 14.03 applied to such Securities.. -55- 64

Defeasance and Discharge. Upon the Company’s exercise of its the above option (if any) applicable to have this Section applied with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section any related coupons on and after the date the conditions set forth in Section 1504 1404 are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any related coupons, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and any related coupons and this Indenture insofar as such Securities and any related coupons are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities and any related coupons to receive, solely from the trust fund described in Section 1504 1404 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any) and interest interest, if any, on such Securities and any related coupons when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary obligations and, to the extent applicable, the Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations 1003 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 1011 and such obligations as shall be ancillary thereto, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder including, without limitation, Section 606 and the penultimate paragraph of Section 1405 and (4D) this ArticleArticle Fourteen. Subject to compliance with this ArticleArticle Fourteen, the Company may exercise its option (if any) to have under this Section applied to any Securities 1402 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 1403 with respect to such SecuritiesSecurities and any related coupons.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) provided in Section 13.01 to have this Section applied defease the Outstanding Securities of a particular series, the Company and, with respect to any Securities or any series of Securities, as Securities to which the case may beprovisions of Article Fifteen shall apply, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance means shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and, the Company and, with respect to any series of Securities and to which the provisions of Article Fifteen shall apply, the Guarantor shall be deemed to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same)same); provided, subject to however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of and any premium premium, if any, interest, if any, and interest Additional Amounts known, at the time such defeasance is effected, to be payable, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3042.05, 3052.06, 3062.07, 1002 4.02, 5.01, 7.06 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities12.04, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; (d) any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 2.01 with respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Shares or other securities or property and (4e) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Company may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 1401) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicableso provided for in the terms of such Securities, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicableso provided for in the terms of such Securities, their obligations with respect to the conversion conversions of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, or if this Section shall otherwise apply to any Securities or any series of Securities, as the case may be, each of the Company shall be deemed to have been discharged from its obligations, and each Subsidiary the Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees the corresponding Guarantees, as applicable, as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means 50 that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to the Securities of any Securities series notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each any Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 401 of its the option (applicable to this Section 402, the Company, each Guarantor and any other obligor upon the Securities, if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor and any other obligor upon the Securities shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 304, 305, 306, 1002 308 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities1002, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon a Company’s or the CompanyParent Guarantor’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, each of the Company shall be deemed to have been discharged from its obligations, Companies and each Subsidiary Guarantor the Guarantors shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company Companies and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompanies or the Parent Guarantor, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s Companies’ or the Guarantors’ obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company Companies and the Parent Guarantor may exercise its their option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities.

Defeasance and Discharge. Upon the Company’s or the Guarantor’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, and the Guarantees thereof, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary the Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees Guarantees, as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantor, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations with respect to such Securities and each Subsidiary the Guarantor’s obligations with respect to such Securities Guarantees under Sections 3043.04, 3053.05, 3063.06, 1002 10.02, 10.03 and 1003, and, if applicable, their obligations with respect to the conversion of such SecuritiesArticle Fifteen, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company or the Guarantor may exercise its option (if any) to have this Section applied to any Securities Securities, notwithstanding the prior exercise of its option (if any) to have Section 1503 13.03 applied to such SecuritiesSecurities and Guarantees.”

Defeasance and Discharge. Upon the Company’s exercise of its the above option (if any) applicable to have this Section applied with respect to Securities of any Securities or any series of Securities, as the case may beseries, the Company shall be deemed to have been discharged from its obligations, (and each Subsidiary Guarantor any applicable Guarantor) shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the conditions set forth in Section 1504 below are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1505 and the other Sections of the Indenture referred to in (A) and (B) below of such Securities series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of Outstanding Securities of such Securities series to receive, receive solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest interest, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 1009, (3C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and (4D) this ArticleArticle Fifteen. Subject to compliance with this ArticleArticle Fifteen, the Company may exercise its option (if any) to have under this Section applied 1502 with respect to Securities of any Securities series notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied with respect to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s exercise of its option (option, if any) , to have this Section 13.02 applied to any Securities or any series of Securities, as the case may beor if this Section 13.02 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary related Guarantees as provided in this Section 13.02 on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04 and as more fully set forth in such SectionSection 13.05, payments in respect of the principal of and any premium premium, if any, and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their the Guarantors’ obligations with respect to the conversion of such SecuritiesGuarantees under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4d) this ArticleArticle 13. Subject to compliance with this ArticleArticle 13, the Company or the Guarantors may exercise its option (their option, if any) , to have this Section 13.02 applied to the Securities of any Securities series and the related Guarantees notwithstanding the prior exercise of its option (option, if any) , to have Section 1503 13.03 applied to such SecuritiesSecurities and Guarantees.

Defeasance and Discharge. Upon The following provisions shall apply to the Company’s exercise Securities of its option each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 3.1. In addition to discharge of this Indenture pursuant to Sections 4.1 and 4.3, in the case of any series of Securities with respect to which an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) to have this Section applied to any Securities or any series of Securitiesand interest, as certified pursuant to subparagraph (a) of Section 4.4 can be determined at the case may betime of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have been paid and discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the entire indebtedness on all the Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees a series as provided in this Section on and after the date the conditions set forth in Section 1504 4.4 are satisfied (herein called “Defeasance”). For this purposesatisfied, such Defeasance means that and the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and provisions of this Indenture insofar 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, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities are concerned of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.4, payments of principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 4.2, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vii) the Company's obligation to pay the expenses of any Citigroup Trust under Section 10.6) (hereinafter called "Defeasance"), and the Trustee, Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligationsobligations with respect to the Outstanding Securities of such series, and each Subsidiary the Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Guarantees endorsed on the Outstanding Securities of such Securitiesseries, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions precedent set forth in Section 1504 below are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series, and the Guarantees endorsed thereon, which Outstanding Securities shall thereafter be deemed to be “Outstanding” only for the purposes of the Sections of this Indenture referred to in clauses (a) and (b) of this Section, and the Company and the Guarantor shall be deemed to have satisfied all its of their respective other obligations under such Securities Securities, the Guarantees endorsed thereon and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described in Section 1504 and 13.04 as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any) and interest on and Additional Amounts with respect to, such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary the Guarantor’s obligations with respect to such Securities under Sections 3043.06, 3053.07, 306, 1002 10.02 and 1003, and, if applicable, their 10.03 and such obligations with respect to the conversion of such Securitiesas shall be ancillary thereto, (3c) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (4d) this ArticleArticle 13. Subject to compliance with this ArticleArticle 13, the Company may exercise its option (if any) to have under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) under Section 13.03 with respect to have Section 1503 applied to the Securities of such Securitiesseries. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of its the above option (if any) applicable to have this Section applied 1402 with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section any related coupons on and after the date the conditions set forth in Section 1504 1404 are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any related coupons, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and any related coupons and this Indenture insofar as such Securities and any related coupons are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities and any related coupons (i) to receive, solely from the trust fund described in Section 1504 1404 and as more fully set forth in such Section, payments in respect of the principal of and any premium principal, premium, if any, and interest on such Securities and any related coupons when such payments are due, or, if applicable, and (ii) to convert such receive shares of common stock or other Securities in accordance with their termsfrom the Company or any Guarantor upon the conversion of any convertible securities issued hereunder, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations 1003 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 1005, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4D) this ArticleArticle 14. Subject to compliance with this ArticleArticle 14, the Company may exercise its option (if any) to have under this Section applied to any Securities 1402 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 1403 with respect to such SecuritiesSecurities and any related coupons.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 1401) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) provided in Section 13.01 to have this Section applied to any defease the Outstanding Securities or any series of Securities, as the case may bea particular series, the Company Issuer shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called “Defeasance”hereinafter, "DEFEASANCE"). For this purpose, such Defeasance means shall mean that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same); provided, subject to however, that the following which rights, obligations, powers, trusts, duties, immunities and indemnities shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of (and any premium and other amounts, if any) and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s Issuer's obligations with respect to such Securities under Sections 3041.15, 3053.04, 3063.05, 1002 3.06, 3.07, 7.01, 7.02, 8.03, 10.02, the last paragraph of Sections 10.04, 10.05, Sections 13.05 and 1003, and, if applicable, their obligations with respect to 13.06 as well as any obligation under the conversion terms of the Securities of such Securitiesseries to maintain a registrar or paying agent, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer's obligations with respect therewith, and (4D) this Article. Subject to compliance with this Article, the Company Issuer may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) of the Company to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 SECTION 14.04 are satisfied (herein hereinafter called “"Defeasance”)") and the obligation of the Company to make payment with respect to the principal of and premium, if any, and interest on the First Mortgage Bonds shall be satisfied and discharged, as provided in the supplemental trust indenture or indentures to the First Mortgage creating such First Mortgage Bonds and the First Mortgage Bonds shall cease to secure the Securities in any manner. For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 SECTION 14.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations of the Company with respect to such Securities under Sections 304SECTIONS 3.04, 3053.05, 3063.06, 1002 11.02 and 1003, and, if applicable, their obligations 11.03 and with respect to the conversion of such SecuritiesTrustee under SECTION 7.07, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 SECTION 14.03 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 of its the option (if any) applicable to have this Section applied to any Securities or any series of Securities, as the case may be8.02, the Company and the Subsidiary Guarantors, if any, shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities all Notes and Subsidiary Guarantees as provided in this Section then outstanding on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company and any Subsidiary Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities the Notes and any Subsidiary Guarantees outstanding, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities Notes, Subsidiary Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Securities Notes then outstanding to receive, receive solely from the trust fund described in Section 1504 8.04 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any) and interest on such Securities Notes when such payments are due, oror on the Redemption Date, if applicable, to convert such Securities in accordance with their termsas the case may be, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities Notes under Sections 3042.03, 3052.04, 3062.05, 1002 2.06 2.07, 2.10, 4.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities4.03, (3C) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (4D) this ArticleArticle Eight. Subject to compliance with this ArticleArticle Eight, the Company may exercise its option (if any) to have under this Section applied to any Securities 8.02 notwithstanding the prior exercise of its option (if any) under Section 8.03 with respect to have Section 1503 applied to such Securitiesthe Notes.

Defeasance and Discharge. Upon The following provisions shall apply to the Company’s exercise Securities of its option each series unless specifically otherwise provided in a Board Resolution, Officers’ Certificate or indenture supplemental hereto provided pursuant to Section 3.1. In addition to discharge of this Indenture pursuant to Sections 4.1 and 4.3, in the case of any series of Securities with respect to which an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) to have this Section applied to any Securities or any series of Securitiesand interest, as certified pursuant to subparagraph (a) of Section 4.4, can be determined at the case may betime of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have been paid and discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the entire indebtedness on all the Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees a series as provided in this Section on and after the date the conditions set forth in Section 1504 4.4 are satisfied satisfied, and the provisions of this Indenture with respect to the Securities of such series shall no longer be in effect (herein except as to (i) rights of registration of transfer and exchange of Securities of such series, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.4, payments of principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 4.2, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vii) the Company’s obligation to pay the expenses of any GMAC Trust under Section 10.6) (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon Publishing's exercise under Section 4.01 of the Company’s exercise of its option (if any) applicable to have this Section applied to any Securities or any series of Securities4.02, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor Publishing shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”)hereinafter, "defeasance") and each Guarantor shall be deemed to be discharged from its obligations with respect to its Guarantee relating to the Defeased Securities. For this purpose, such Defeasance defeasance means that the Company Publishing shall be deemed to have paid and discharged the entire indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyPublishing and upon written request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 4.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s Publishing's obligations with respect to such Defeased Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.03, (3c) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder hereunder, and (4d) this ArticleArticle IV. Subject to compliance with this ArticleArticle IV, the Company Publishing may exercise its option (if any) to have under this Section applied to any Securities 4.02 notwithstanding the prior exercise of its option (if any) under Section 4.03 with respect to have Section 1503 applied to such the Securities.. 66

Defeasance and Discharge. Upon Publishing's exercise under Section 4.01 of the Company’s exercise of its option (if any) applicable to have this Section applied to any Securities or any series of Securities4.02, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor Publishing shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”)hereinafter, "defeasance") and each Guarantor shall be deemed to be discharged from its obligations with respect to its Guarantee relating to the Defeased Securities. For this purpose, such Defeasance defeasance means that the Company Publishing shall be deemed to have paid and discharged the entire indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyPublishing and upon written request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 4.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s Publishing's obligations with respect to such Defeased Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.03, (3c) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder hereunder, and (4d) this ArticleArticle IV. Subject to compliance with this ArticleArticle IV, the Company Publishing may exercise its option (if any) to have under this Section applied to any Securities 4.02 notwithstanding the prior exercise of its option (if any) under Section 4.03 with respect to have Section 1503 applied to such the Securities.. 73 - 63 -

Defeasance and Discharge. Upon the Company’s exercise of its option (option, if any) , to have this Section 1302 applied to any Securities or any series of Securities, as the case may beor if this Section 1302 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary related Guarantees as provided in this Section 1302 on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such SectionSection 1305, payments in respect of the principal of and any premium premium, if any, and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities and the Guarantors’ obligations with respect to such Guarantees under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this ArticleArticle 13. Subject to compliance with this ArticleArticle 13, the Company or the Guarantors may exercise its option (their option, if any) , to have this Section 1302 applied to the Securities of any Securities series and the related Guarantees notwithstanding the prior exercise of its option (option, if any) , to have Section 1503 1303 applied to such SecuritiesSecurities and Guarantees.