Common use of Discharge of Indenture Clause in Contracts

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) and not theretofore canceled, or (b) all the Debentures of such series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of prepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such series.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section SECTION 2.07) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section SECTION 2.07) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section SECTION 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections SECTIONS 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations funds, which shall be immediately due and payable, sufficient to pay on the Stated Maturity Date at maturity or upon prepayment redemption all of the Debentures of such series Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date such date of maturity or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest of, and Additional Sumspremium, if any) , or interest on the Debentures of such series Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.05, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which hereof shall survive until such Debentures of such series Debt Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesDebt Securities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debt Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.8) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Debt Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Debt Trustee for the giving of notice of prepaymentredemption, and the Company Corporation shall deposit or cause to be deposited with the Debt Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date at maturity or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.8) not theretofore canceled or delivered to the Debt Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date such date of maturity or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest of, and Additional Sumspremium, if any) , or interest on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.0411.4, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such serieseffect, except for that the provisions of Sections 2.022.5, 2.062.7, 2.072.8, 3.013.1, 3.023.2, 3.043.4, 6.066.6, 6.10 and 11.04 hereof, which 11.4 hereof shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 6.6 and 11.04 11.4 shall survive, and the Debt Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the CompanyCorporation, however, hereby agrees agreeing to reimburse the Debt Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debt Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and not theretofore canceledcancelled, or (b) all the Debentures of such series Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company Corporation shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the CompanyCorporation, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to the Stated Maturity Date or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall have paid or caused to be paid the principal of and interest on all Securities of any series outstanding hereunder, as and when the same shall have become due and payable, (b) the Company shall deliver to the Trustee for cancellation all Debentures Securities of any series theretofore authenticated (other than any Debentures Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and not theretofore canceledcancelled, or (bc) all with respect to any series of Securities which, under the Debentures of terms specified in the resolution or supplemental indenture or indentures referred to in Section 2.03, pursuant to which such series not theretofore canceled or delivered is created, can be discharged prior to the Trustee for cancellation shall have become due and payablematurity, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of prepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds cash and/or a principal amount of obligations of or U.S. Government Obligations sufficient to pay on directly guaranteed by the Stated Maturity Date United States of America maturing or upon prepayment all redeem- able at the option of the Debentures holder thereof not later than the date fixed for payment or redemption of all outstanding Securities of such series which, together with the income to be earned on such obligations prior to such date, equals the principal amount of (other than and any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07applicable premium on) all such Securities of such series not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and with interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date date of their maturity or prepayment dateredemption, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of of, or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures Securities of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either any such case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then (except in the case of (c) above as to (i) rights of registration of transfer and exchange and any right of the Company of optional redemption and to deliver Securities of such series to the Trustee for cancellation, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) the rights, obligations and immunities of the Trustee hereunder and (iv) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee, all of which shall continue in full force and effect) all of the Company's liability with respect to principal, premium, if any, and interest on the Securities of such series shall be discharged, this Indenture shall cease to be of further effect with respect as to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect as to Debentures of such series; , the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures Securities; provided, however, that the rights of Securityholders to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange if the Securities of such series continue to be listed. Notwithstanding the foregoing, if the Company makes a deposit of cash and/or obligations described in clause (c) above with respect to any series of Securities which, under the terms specified in the resolution or supplemental indenture or indentures referred to in Section 2.03, pursuant to which such series is created, is subject to the provisions of this sentence (whether or not such resolution or supplemental indenture provides that such series can be discharged prior to maturity under clause (c) above), and, concurrently with such deposit, notifies the Trustee that such series shall no longer have the benefit of all or any portion of the provisions of Article Five, Section 3.05 and Section 3.06 of this Indenture and such other provisions of this Indenture or the resolution or supplemental indenture, pursuant to which such series is created, as are specifically permitted in such resolution or supplemental indenture to be made inapplicable under this sentence with respect to such series, this Indenture and such supplemental indenture or resolution shall thereupon be deemed amended with respect to such series solely by the deletion in their entirety of such provisions and this Indenture and such supplemental indenture or resolution shall in all other respects be unaffected thereby.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Junior Subordinated Debentures of any series theretofore authenticated (other than any Junior Subordinated Debentures which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) and not theretofore canceledcancelled, or (b) all the Junior Subordinated Debentures of such series not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Junior Subordinated Debentures of such series (other than any Junior Subordinated Debentures which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation, including principal (and premium, if any) and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of (or premium, if any) or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Junior Subordinated Debentures of such series (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Junior Subordinated Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesJunior Subordinated Debentures.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities of any a series theretofore authenticated (other than any Debentures Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.07) and not theretofore canceled, cancelled; or (b) all the Debentures Debt Securities of such series not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date at maturity or upon prepayment redemption all of the Debentures Debt Securities of such series (other than any Debentures Debt Securities of such series which shall have been mutilated, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.07) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest, if any, due or to become due to the Stated Maturity Date such date of maturity or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys money for the payment of the principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest, if any, on the Debentures Debt Securities of such series (1) theretofore deposited with the Trustee with respect to Debt Securities of such series and repaid by the Trustee to the Company in accordance with the provisions of Section 11.04, 12.04 or (2) paid with respect to Debt Securities of such series to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures the Debt Securities of such seriesseries except as to (A) the rights of Holders of Debt Securities of such series to receive solely from funds deposited by the Company with the Trustee, except for in trust as described above in this Section 12.01, payment of the provisions of principal of, premium, if any, and the interest, if any, on such Debt Securities when such payments are due; (B) the Company's obligations with respect to such Debt Securities under Sections 2.02, 2.06, 2.07, 3.014.02 and 12.03; and (C) the rights, 3.02powers, 3.04, 6.06, 6.10 duties and 11.04 hereof, which shall survive until such Debentures immunities of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survivethe Trustee hereunder, and the Trustee, on demand of the Company accompanied by any an Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company, shall execute proper such instruments as may be requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to Debentures such series of such series; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesDebt Securities. SECTION 12.02.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and not theretofore canceledcancelled, or (b) all the Debentures of such series Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall (i) have become due and payable, or are (ii) by their terms to will become due and payable at maturity within one year or are to be called for prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of prepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations for the purpose and in an amount sufficient to pay and discharge the entire indebtedness of Securities on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State of the United States or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 6.09 and 11.04 hereof, which hereof shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 6.09 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee and its agents for any costs or expenses thereafter reasonably and properly incurred by the Trustee them in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company Bank shall deliver to the Trustee for cancellation all Debentures of any series theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.6) and not theretofore canceled, or (b) all the Debentures of such series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one 1 year or are to be called for prepayment redemption within one 1 year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company Bank shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations funds, which shall be immediately due and payable, sufficient to pay on the Stated Maturity Date at maturity or upon prepayment redemption all of the Debentures of such series (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date such date of maturity or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest of, and Additional Sumspremium, if any) , or interest on the Debentures of such series (1) theretofore repaid to the Company Bank in accordance with the provisions of Section 11.0412.4, or (2) paid to any State state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in the case of either case clause (a) or clause (b) the Company Bank shall also pay or cause to be paid all other sums payable hereunder by the CompanyBank, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.022.5, 2.062.6, 2.072.8, 3.013.1, 3.023.2, 3.043.4, 6.066.6, 6.10 6.8, 6.9 and 11.04 hereof, which 12.4 hereof shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 6.6 and 11.04 12.4 shall survive, and the Trustee, on demand of the Company Bank accompanied by any an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the CompanyBank, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; the Company, however, hereby Indenture. The Bank agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesDebentures.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including -49- 57 principal and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.06) and not theretofore canceled, or (b) all the Debentures of such series Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company or the Guarantor shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations funds, which shall be immediately due and payable, sufficient to pay on the Stated Maturity Date at maturity or upon prepayment redemption, as the case may be, all of the Debentures of such series Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date, any Optional Redemption Date or prepayment datethe Special Redemption Date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures of such series Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.0412.04, or (2) paid to any State state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in the case of either case clause (a) or (b) above the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the CompanyCompany or the Guarantor, as the case may be, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.022.05, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 6.09 and 11.04 12.04 hereof, which shall survive until such Debentures of such series Debt Securities shall mature or are redeemed, as the case may be, and be paidare paid in full. Thereafter, Sections 6.06, 6.10 6.09 and 11.04 12.04 shall survive, and the Trustee, on demand of the Company or the Guarantor accompanied by any an Officers' ’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the CompanyCompany and the Guarantor, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; the CompanyIndenture, provided, however, that the Company and the Guarantor (without duplication) hereby agrees agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesDebt Securities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall -49- 56 have been replaced as provided in Section 2.072.08) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal (and premium, if any) and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of (or premium, if any) or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) and not theretofore canceledcancelled, or (b) all the Debentures of such series Securities not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation, including principal (and premium, if any) and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of (or premium, if any) or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.8) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.8) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.0411.4, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.022.2, 2.062.7, 2.072.8, 3.013.1, 3.023.2, 3.043.4, 6.066.6, 6.10 and 11.04 hereof, which 11.4 hereof shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 11.4 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) and not theretofore canceledcancelled, or (b) all the Debentures of such series Securities not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepaymentredemption, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.03, 2.04, 2.06, 2.07, 2.10, 2.11, 3.01, 3.02, 3.04, 4.01, 4.02, 5.02, 5.04, 6.05, 6.06, 6.10 and 11.04 hereofand Articles XIII-XVII, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.8) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.8) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.0411.4, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect effect. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Corporation to the Debenture Trustee under Section 6.6, the obligations of the Corporation to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with respect the Debenture Trustee pursuant to Debentures clause (b) of such seriesthis Section, except for the provisions obligations of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 the Debenture Trustee under Section 11.2 and 11.04 hereof, which Section 11.4 shall survive until such Debentures of such series shall mature and be paidsurvive. Thereafter, Sections 6.066.6, 6.10 and 11.04 11.4 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Additional Sums and Compounded Interest and Additional SumsInterest, if any) and Liquidated Damages, if any, due or to become due to the Stated Maturity Date or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys monies for the payment of principal of or premium, if any, or interest (including Additional Sums and Compounded Interest and Additional SumsInterest, if any) and Liquidated Damages, if any, on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations funds, which shall be immediately due and payable, sufficient to pay on the Stated Maturity Date at maturity or upon prepayment redemption all of the Debentures of such series Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date such date of maturity or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest of, and Additional Sumspremium, if any) , or interest on the Debentures of such series Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.05, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which hereof shall survive until such Debentures of such series Debt Securities shall mature and be paid. Thereafter, Sections 6.066,06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesDebt Securities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall have paid or caused to be paid the principal of and interest on all Securities of any series outstanding hereunder, as and when the same shall have become due and payable, (b) the Company shall deliver to the Trustee for cancellation all Debentures Securities of any series theretofore authenticated (other than any Debentures Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and not theretofore canceledcancelled, or (bc) all with respect to any series of Securities which, under the Debentures of terms specified in the resolution or supplemental indenture or indentures referred to in Section 2.03, pursuant to which such series not theretofore canceled or delivered is created, can be discharged prior to the Trustee for cancellation shall have become due and payablematurity, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of prepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds cash and/or a principal amount of obligations of or U.S. Government Obligations sufficient to pay on directly guaranteed by the Stated Maturity Date United States of America maturing or upon prepayment all redeem- 72 able at the option of the Debentures holder thereof not later than the date fixed for payment or redemption of all outstanding Securities of such series which, together with the income to be earned on such obligations prior to such date, equals the principal amount of (other than and any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07applicable premium on) all such Securities of such series not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and with interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date date of their maturity or prepayment dateredemption, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of of, or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures Securities of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either any such case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then (except in the case of (c) above as to (i) rights of registration of transfer and exchange and any right of the Company of optional redemption and to deliver Securities of such series to the Trustee for cancellation, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) the rights, obligations and immunities of the Trustee hereunder and (iv) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee, all of which shall continue in full force and effect) all of the Company's liability with respect to principal, premium, if any, and interest on the Securities of such series shall be discharged, this Indenture shall cease to be of further effect with respect as to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect as to Debentures of such series; , the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures Securities; provided, however, that the rights of Securityholders to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange if the Securities of such series continue to be listed. Notwithstanding the foregoing, if the Company makes a deposit of cash and/or obligations described in clause (c) above with respect to any series of Securities which, under the terms specified in the resolution or supplemental indenture or indentures referred to in Section 2.03, pursuant to which such series is created, is subject to the provisions of this sentence (whether or not such resolution or supplemental indenture provides that such series can be discharged prior to maturity under clause (c) above), and, concurrently with such deposit, notifies the Trustee that such series shall no longer have the benefit of all or any portion of the provisions of Article Five, Section 3.05 and Section 3.06 of this Indenture and such other provisions of this Indenture or the resolution or supplemental indenture, pursuant to which such series is created, as are specifically permitted in such resolution or supplemental indenture to be made inapplicable under this sentence with respect to such series, this Indenture and such supplemental indenture or resolution shall thereupon be deemed amended with respect to such series solely by the deletion in their entirety of such provisions and this Indenture and such supplemental indenture or resolution shall in all other respects be unaffected thereby.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) and not theretofore canceledcancelled, or (b) all the Debentures of such series Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date or prepayment date, as the case may beDate, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such series.or

Discharge of Indenture. When The Issuers may terminate their obligations under this Indenture, except the obligations referred to in the last paragraph of this Section 9.1 when (a1) the Company shall deliver either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation all Debentures of any series theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) and not theretofore canceledcancellation, or (bB) all the Debentures of such series Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, or are by their terms to (ii) will become due and payable within one year 60 days or are to be called for prepayment redemption within one year 60 days (a "Discharge") under irrevocable arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption by the Trustee in the name, and at the expense, of the Issuers, and the Company shall deposit Issuers have irrevocably deposited or cause caused to be deposited with the Trustee, Trustee funds in trust, funds or U.S. Government Obligations an amount sufficient to pay and discharge the entire indebtedness on the Stated Maturity Date or upon prepayment all of the Debentures of such series (other than any Debentures which shall have been destroyedNotes, lost or stolen and which shall have been replaced as provided in Section 2.07) not theretofore canceled or delivered to the Trustee for cancellation, including principal for principal, Redemption Price of, and accrued interest (including Compounded Interest and Additional Sumson, if any) due or to become due the Notes to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount date of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or redemption; (2) the Issuers have paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company shall also pay or cause caused to be paid all other sums then due and payable hereunder by the Company, then this Indenture shall cease Issuers; and (3) the Issuers have delivered to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and at discharge of this Indenture have been complied with. After such delivery the cost Trustee upon request shall acknowledge in writing the satisfaction and expense discharge of the CompanyIssuers' obligations under the Notes, shall execute proper instruments acknowledging satisfaction of the Guarantees and discharging this Indenture with respect to Debentures except for those surviving obligations specified below. Notwithstanding the satisfaction and discharge of such series; this Indenture, the Companyobligations of the Issuers in Sections 2.2, however2.3, hereby agrees to reimburse 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 2.14, 4.19, 9.5, 9.6 and 9.8, the rights, powers, duties and immunities of the Trustee for any costs hereunder (including claims of, or expenses thereafter reasonably and properly incurred by payments to, the Trustee under or pursuant to Section 7.7 hereof), the provisions of Article III and the Trustee's and Paying Agent's obligations in connection with this Indenture or Section 9.8 shall survive until the Debentures Notes are no longer outstanding. Upon such satisfaction and discharge, only the obligations of such seriesthe Issuers in Sections 2.9, 7.7, 9.5, 9.6 and 9.8 hereof shall survive.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.8) and not theretofore canceledcancelled, or (b) all the Debentures of such series Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.8) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.0411.4, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.022.2, 2.062.7, 2.072.8, 3.013.1, 3.023.2, 3.043.4, 6.066.6, 6.10 and 11.04 11.4 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.066.6, 6.10 and 11.04 11.4 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to the Stated Maturity Date or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses expens es thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal (and premium, if any) and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of (or premium, if any) or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) the Company shall deliver to the Trustee for cancellation either (i) all Debentures of any series theretofore authenticated outstanding Securities (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been Securities replaced as provided in pursuant to Section 2.07) and not theretofore canceled, or (b) all the Debentures of such series not theretofore canceled or have been delivered to the Trustee for cancellation shall or (ii) all outstanding Securities have become due and payablepayable at their scheduled maturity, upon conversion or are by their terms Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to become the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of prepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay owing on the Stated Maturity Date or upon prepayment all of the Debentures of such series outstanding Securities (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been Securities replaced as provided in pursuant to Section 2.07) not theretofore canceled on the Maturity Date, the relevant settlement date of any conversion or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date or prepayment dateFundamental Change Repurchase Date, as the case may be, but excluding, however, ; (b) the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series (1) theretofore repaid Company pays to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company shall also pay or cause to be paid Trustee all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 ; and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of (c) the Company accompanied by any has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and at the cost and expense discharge of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such serieshave been complied with; the Companyprovided, however, hereby agrees to reimburse the Trustee for that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 and Section 13.14, and this Article 8 shall survive any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with discharge of this Indenture or until such time as all payments in respect of the Debentures of such seriesSecurities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.06) and not theretofore canceled, or (b) all the Debentures of such series Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company or the Guarantor shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations funds, which shall be immediately due and payable, sufficient to pay on the Stated Maturity Date at maturity or upon prepayment redemption, as the case may be, all of the Debentures of such series Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date, any Optional Redemption Date or prepayment datethe Special Redemption Date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures of such series Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.0412.04, or (2) paid to any State state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in the case of either case clause (a) or (b) above the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the CompanyCompany or the Guarantor, as the case may be, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.022.05, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 6.09, 12.04 and, solely with respect to claims of, or payments to, the Trustee, 16.01 hereof, which shall survive until such Debentures of such series Debt Securities shall mature or are redeemed, as the case may be, and be paidare paid in full. Thereafter, Sections 6.06, 6.10 and 11.04 6.09, 12.04 and, solely with respect to claims of, or payments to, the Trustee, 16.01 shall survive, and the Trustee, on demand of the Company or the Guarantor accompanied by any an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the-Company and the CompanyGuarantor, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; the CompanyIndenture, provided, however, that the Company and the Guarantor (withOut duplication) hereby agrees agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesDebt Securities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and not theretofore canceled, cancelled or (b) all the Debentures of such series Securities not theretofore canceled cancelled or delivered to the Trustee for Trustee·for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, immediately available funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date at maturity or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal of, premium, if any, and interest (including Compounded Compound Interest and Additional Tax Sums, if any) due or to become due to the Stated Maturity Date such date of maturity or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest of, and Additional Sumspremium, if any) , or interest on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such serieseffect, except for that the provisions of Sections 2.02, 2.062.05, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which hereof shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 6.06 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and not theretofore canceledcancelled, or (b) all the Debentures of such series Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of prepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal (and interest (including Compounded Interest and Additional Sumspremium, if any) and interest due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of (or interest (including Compounded Interest and Additional Sumspremium, if any) or interest on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which hereof shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel Counsel, to the effect that all conditions to the satisfaction and discharge of this Indenture have been satisfied, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. SECTION 8.01. Termination of the Company’s Obligations. When (ai) the Company shall deliver delivers to the Trustee for cancellation all Debentures outstanding Securities of any all series theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been Securities replaced as provided in pursuant to Section 2.072.09) and not theretofore canceled, for cancellation or (bii) all the Debentures outstanding Securities of such all series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year year, under arrangements satisfactory to the Trustee for giving the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited irrevocably deposits in trust with the Trustee, in trust, funds Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Stated Maturity Date Securities of all series to maturity or upon prepayment redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the Debentures foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten will survive until all the Securities of such all series (other than any Debentures which shall are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company shall also pay or cause to be paid all other sums payable hereunder by Trustee upon request from the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any an Officers' ’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost and expense of the Company, shall execute proper instruments acknowledging will acknowledge in writing the satisfaction and discharge of the Company’s obligations under the Securities of all series and discharging this Indenture with respect except for those surviving obligations specified above. In order to Debentures have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of such a series; , the CompanyU.S. Government Obligations will be payable as to principal, howeverpremium, hereby agrees if any, or interest on or before those payment dates in amounts sufficient to reimburse provide the Trustee necessary money. U.S. Government Obligations used for any costs or expenses thereafter reasonably and properly incurred by this purpose may not be callable at the Trustee in connection with this Indenture or the Debentures of such seriesissuer’s option.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal (and premium, if any) and interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of (or premium, if any) or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When If (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) and not theretofore canceled, or (bi) all the Debentures of such series not theretofore canceled or delivered to the Trustee for cancellation Bonds secured by this ----------- ---------------------- Indenture shall have become due and payablepayable (whether at maturity, by acceleration, call for redemption or otherwise) or irrevocable instructions to call the Bonds or pay them at maturity have been given by the Issuer to the Trustee, and (ii) the Trustee holds Available Moneys which are cash or noncallable direct obligations of, or are by their terms to become due obligations the payment of the principal of, and payable within one year or are to premium, if any, and interest on, which is unconditionally guaranteed by, the United States of America, which at maturity will be sufficient (A) if Bonds have been called for prepayment within one year redemption, to redeem in accordance with the relevant Section of this Indenture all such Bonds on the date set for such redemption, (B) to pay at maturity all Bonds Outstanding or, if a portion of the Bonds have been called for redemption, all Bonds Outstanding not called for redemption, (C) to pay interest accruing on all Bonds until their redemption or payment at maturity, and (D) to pay to the Trustee its fees and expenses and any other fees and expenses for which the Borrower is responsible under arrangements the Agreement, including the costs and expenses of canceling and discharging this Indenture, and the Borrower has delivered to the Trustee certifications satisfactory to the Trustee for to such effect, then the giving Trustee shall, upon the payment of notice its expenses pursuant to Section 8.4 of prepaymentthe Agreement, deliver to the Issuer any property at the time subject to this Indenture which may then be in its possession, except (A) amounts in funds created by this Indenture required to be paid to the Borrower or the Letter of Credit Issuer pursuant to Section 708 or to the United States of America pursuant to Section 710 and (B) funds or securities held, and the Company shall deposit or cause to be deposited with the Trusteeused, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) not theretofore canceled or delivered to by the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for in the payment of principal or redemption price of, and interest on, or purchase price of, the Bonds. Prior to delivery by the Trustee of or interest (including Compounded Interest and Additional Sumsproperty described in the first sentence of this Section 901 to the Issuer, the Trustee shall, if anyS&P rates the Bonds, receive (i) written confirmation from S&P that it has received an Opinion of Counsel reasonably acceptable to S&P concerning preference issues and an accountant's certificate in form reasonably acceptable to S&P verifying sufficiency of funds for the purposes stated herein and (ii) written confirmation from S&P that deposit of the funds or securities to be held for Payment of the Bonds will not result in a reduction or withdrawal of the then current rating on the Debentures Bonds. In the event that all of such series (1) theretofore repaid to the Company Bonds secured by this Indenture are paid or deemed paid in accordance with the provisions terms of Section 11.04this Indenture, or (2) paid to any State or then the right and interest of the Trustee in and to the District trust estate created by this Indenture and all covenants, agreements and other obligations of Columbia pursuant the Issuer to its unclaimed property the registered owners of the Bonds will cease and be discharged and satisfied. In the event the Bonds are paid or similar laws, and if, in either case the Company shall also pay or cause deemed to be paid in accordance with the terms of this Indenture, then such Bonds will cease to be entitled to any lien, benefit or security under this Indenture (other than the right to receive payment) and all covenants, agreements and other sums payable hereunder obligations of the Issuer to the registered owners of such Bonds will cease and be discharged and satisfied. Notwithstanding any other provision to the contrary in this Indenture, if all of the Bonds have been paid, or deemed under the terms of this Indenture to have been paid, in full, and if during the Letter of Credit Period, to the extent that amounts have been drawn by the CompanyTrustee under the Letter of Credit, then and have not been reimbursed to such Letter of Credit Issuer pursuant to the Letter of Credit Agreement or otherwise, the lien of this Indenture shall cease not be discharged, but the Letter of Credit Issuer shall be subrogated to be of further effect with respect such extent to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand all rights of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at Bondholders to enforce the cost and expense payment of the Company, shall execute proper instruments acknowledging satisfaction Bonds from the property and interest subject to the lien of and discharging this Indenture with respect and to Debentures all other rights of such series; the Company, however, hereby Bondholders under the Bonds and Bond Documents. The Trustee agrees to reimburse the Trustee for any costs execute and deliver all documents or expenses thereafter instruments and to do all things which may be reasonably and properly incurred required by the Trustee Letter of Credit Issuer and permissible hereunder, in connection order to effect the subrogation of the Letter of Credit Issuer in accordance with the intent of this Indenture paragraph, including, without limitation, the assignment of the Agreement to the Letter of Credit Issuer without recourse or the Debentures of such serieswarranty.

Discharge of Indenture. When The Issuers and the Guarantors may terminate their obligations under this Indenture, except the obligations referred to in the last paragraph of this Section 9.1 when (a1) the Company shall deliver either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation all Debentures of any series theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) and not theretofore canceledcancellation, or (bB) all the Debentures of such series Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, or are by their terms to (ii) will become due and payable within one year 60 days or are to be called for prepayment redemption within one year 60 days (a "Discharge") under irrevocable arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption by the Trustee in the name, and at the expense, of the Issuers, and the Company shall deposit Issuers have irrevocably deposited or cause caused to be deposited with the Trustee, Trustee funds in trust, funds or U.S. Government Obligations an amount sufficient to pay and discharge the entire indebtedness on the Stated Maturity Date or upon prepayment all of the Debentures of such series (other than any Debentures which shall have been destroyedNotes, lost or stolen and which shall have been replaced as provided in Section 2.07) not theretofore canceled or delivered to the Trustee for cancellation, including principal for principal, Redemption Price of, and accrued interest (including Compounded Interest and Additional Sumson, if any) due or to become due the Notes to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount date of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or redemption; (2) the Issuers have paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company shall also pay or cause caused to be paid all other sums then due and payable hereunder by the Company, then this Indenture shall cease Issuers; and (3) the Issuers have delivered to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and at discharge of this Indenture have been complied with. After such delivery the cost Trustee upon request shall acknowledge in writing the satisfaction and expense discharge of the CompanyIssuers' and the Guarantors' obligations under the Notes, shall execute proper instruments acknowledging satisfaction of the Guarantees and discharging this Indenture with respect to Debentures except for those surviving obligations specified below. Notwithstanding the satisfaction and discharge of such series; this Indenture, the Companyobligations of the Issuers in Sections 2.3, however2.4, hereby agrees to reimburse 2.5, 2.6, 2.7, 2.8, 4.19, 9.5, 9.6 and 9.8, the rights, powers, duties and immunities of the Trustee for any costs hereunder (including claims of, or expenses thereafter reasonably and properly incurred by payments to, the Trustee under or pursuant to Section 7.7 hereof), the provisions of Article III and the Trustee's and Paying Agent's obligations in connection with this Indenture or Section 9.8 shall survive until the Debentures Notes are no longer outstanding. Upon such satisfaction and discharge, only the obligations of such seriesthe Issuers in Sections 2.7, 7.7, 9.5, 9.6 and 9.8 hereof shall survive.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal (and premium, if any) and interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of (or premium, if any) or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date at maturity or upon prepayment redemption all of the Debentures of such series Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date such date of maturity or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest of, and Additional Sumspremium, if any) , or interest on the Debentures of such series Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.05, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which hereof shall survive until such Debentures of such series Debt Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesDebt Securities.

Discharge of Indenture. When The Company and the Guarantors may terminate their obligations under this Indenture, when (a1) the Company shall deliver either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation all Debentures of any series theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) and not theretofore canceledcancellation, or (bB) all the Debentures of such series Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, or are by their terms to (ii) will become due and payable within one year 60 days or are to be called for prepayment redemption within one year 60 days (a "Discharge") under irrevocable arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption by the Trustee in the name, and at the expense, of the Company, and the Company shall deposit has irrevocably deposited or cause caused to be deposited with the Trustee, Trustee funds in trust, funds or U.S. Government Obligations an amount sufficient to pay and discharge the entire indebtedness on the Stated Maturity Date or upon prepayment all of the Debentures of such series (other than any Debentures which shall have been destroyedNotes, lost or stolen and which shall have been replaced as provided in Section 2.07) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and interest (including Compounded Interest and Additional Sumsof, premium, if any) due or to become due , on and interest to the Stated Maturity Date date of deposit or prepayment datestated maturity or date of redemption, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or whichever is later; (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company shall also pay has paid or cause caused to be paid all other sums then due and payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 ; and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of (3) the Company accompanied by any has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and at discharge of this Indenture have been complied with. After such delivery the cost and expense Trustee upon Company request shall acknowledge in writing the discharge of the Company's and the Guarantors' obligations under the Notes, shall execute proper instruments acknowledging satisfaction of the Guarantees and discharging this Indenture with respect to Debentures except for those surviving obligations specified below. Notwithstanding the satisfaction and discharge of such series; this Indenture, the obligations of the Company in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 4.19, 7.7, 9.5, 9.6, 9.7 and 9.8, and the Company's optional redemption rights and the rights, howevertrusts, hereby agrees to reimburse powers, duties and immunities of the Trustee for shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.7, 9.5, 9.6, 9.7 and 9.8 hereof shall survive. The Trustee and the Paying Agent shall promptly pay to the Company upon written request any costs excess money or expenses thereafter reasonably and properly incurred securities held by the Trustee in connection with this Indenture or the Debentures of such seriesthem at any time.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and not theretofore canceledcancelled, or (b) all the Debentures of such series Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of prepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal (and interest (including Compounded Interest and Additional Sumspremium, if any) and interest due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of (or interest (including Compounded Interest and Additional Sumspremium, if any) or interest on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel Counsel, to the effect that all conditions to the satisfaction and discharge of this Indenture have been satisfied, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.10) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.10) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.022.4, 2.062.9, 2.072.10, 3.013.1, 3.023.2, 3.043.4, 6.066.6, 6.10 and 11.04 11.4 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.066.6, 6.10 and 11.04 11.4 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and each stating that all conditions precedent herein relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been prepaid, paid or replaced (as provided in Section 2.072.08)) and not theretofore canceledcancelled, or (b) all the Debentures of such series Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of prepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been prepaid, paid or replaced (as provided in Section 2.072.08)) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which hereof shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied accompa- xxxx by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series theretofore authenticated (other than any Debentures which shall that have been destroyed, lost or stolen and in lieu of or in substitution for which other Debentures shall have been replaced as provided in Section 2.07authenticated and delivered) and not theretofore canceled, or (b) all the Debentures of such series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of prepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date at maturity or upon prepayment at redemption all of the Debentures of such series (other than any Debentures which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Debentures shall have been replaced as provided in Section 2.07authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and accrued and unpaid interest, including Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any, due or to become due to the Stated Maturity Date such date of maturity or prepayment dateRedemption Date, as the case may be, but excludingaccompanied by a verification report, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series (1) theretofore repaid as to the Company in accordance with sufficiency of the provisions of Section 11.04deposited amount, from an independent certified public accountant or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar lawsother financial professional, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except as to (i) the right to receive payments of principal of and premium, if any, and accrued and unpaid interest, including Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any, on, the Debentures and the other rights, duties and obligations of Debentureholders, as beneficiaries hereof with respect to Debentures the amounts, if any, so deposited with the Trustee, (ii) the rights, obligations and immunities of such series, except for the provisions Trustee hereunder and (iii) the obligations of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survivethe Company under Section 8.06, and the Trustee, on written demand of the Company accompanied by any an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debentures of such seriesDebentures.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.06) and not theretofore canceled, or (b) all the Debentures of such series Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company or the Guarantor shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations funds, which shall be immediately due and payable, sufficient to pay on the Stated Maturity Date at maturity or upon prepayment redemption, as the case may be, all of the Debentures of such series Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall which.shall have been replaced or paid as provided in Section 2.072.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date, any Optional Redemption Date or prepayment datethe Special Redemption Date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures of such series Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.0412.04, or (2) paid to any State state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in the case of either case clause (a) or (b) above the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the CompanyCompany or the Guarantor, as the case may be, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.022.05, 2.06, 2.072 06, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 6.09, 12.04 and, solely with respect to claims of, or payments to, the Trustee, 16.01 hereof, which shall survive until such Debentures of such series Debt Securities shall mature or are redeemed, as the case may be, and be paidare paid in full. Thereafter, Sections 6.06, 6.10 and 11.04 6.09, 12.04 and, solely with respect to claims of or payments to, the Trustee, 16.01 shall survive, and the Trustee, on demand of the Company or the Guarantor accompanied by any an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the CompanyCompany and the Guarantor, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; the CompanyIndenture, provided, however, that the Company and the Guarantor (without duplication) hereby agrees agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesDebt Securities.

Discharge of Indenture. When (a) the Company shall deliver to the Indenture Trustee for cancellation all Debentures of any series Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.10) and not theretofore canceled, or (b) all the Debentures of such series Debt Securities not theretofore canceled or delivered to the Indenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Indenture Trustee, in trust, funds or U.S. Government Obligations (which shall be immediately due and payable) sufficient to pay on the Stated Maturity Date or upon prepayment redemption all of the Debentures of such series Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.10) not theretofore canceled or delivered to the Indenture Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest and Liquidated Damages, if any, due or to become due to the Stated Maturity Date, any Optional Redemption Date or prepayment datethe Special Event Redemption Date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest or Liquidated Damages, if any, on the Debentures of such series Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.0412.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.022.09, 2.06, 2.072.10, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 12.04 hereof, which shall survive until such Debentures of such series Debt Securities shall mature or are redeemed, as the case may be, and be paidare paid in full. Thereafter, Sections 6.06, 6.10 and 11.04 12.04 shall survive, and the Indenture Trustee, on demand of the Company accompanied by any an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the Company, however, hereby agrees to reimburse the Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Indenture Trustee in connection with this Indenture or the Debentures of such seriesDebt Securities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and not theretofore canceledcancelled, or (b) all the Debentures of such series Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become 53 62 due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentyear, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series indebtedness on the Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date or prepayment date, as the case may beDate, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel to the effect that all conditions to the satisfaction and discharge of this Indenture have been satisfied and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When The Company may terminate its obligations under this Indenture, when (a1) the Company shall deliver either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation all Debentures of any series theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) and not theretofore canceledcancellation, or (bB) all the Debentures of such series Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, or are by their terms to (ii) will become due and payable within one year 60 days or are to be called for prepayment redemption within one year 60 days (a "Discharge") under irrevocable arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption by the Trustee in the name, and at the expense, of the Company, and the Company shall deposit has irrevocably deposited or cause caused to be deposited with the Trustee, Trustee funds in trust, funds or U.S. Government Obligations an amount sufficient to pay and discharge the entire indebtedness on the Stated Maturity Date or upon prepayment all of the Debentures of such series (other than any Debentures which shall have been destroyedNotes, lost or stolen and which shall have been replaced as provided in Section 2.07) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and interest (including Compounded Interest and Additional Sumsof, premium, if any) due or to become due , on and interest to the Stated Maturity Date date of deposit or prepayment datestated maturity or date of redemption, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or whichever is later; (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company shall also pay has paid or cause caused to be paid all other sums then due and payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 ; and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of (3) the Company accompanied by any has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and at discharge of this Indenture have been complied with. After such delivery the cost and expense Trustee upon request of the Company shall acknowledge in writing the discharge of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Notes and discharging this Indenture with respect to Debentures except for those surviving obligations specified below. Notwithstanding the satisfaction and discharge of such series; this Indenture, the obligations of the Company in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 4.2, 7.7, 9.5, 9.6, 9.7 and 9.8, the Company's optional redemption rights and the rights, howevertrust, hereby agrees to reimburse powers and duties and immunities of the Trustee for shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.7, 9.5, 9.6, 9.7 and 9.8 hereof shall survive. The Trustee and the Paying Agent shall promptly pay to the Company upon written request any costs excess money or expenses thereafter reasonably and properly incurred securities held by the Trustee in connection with this Indenture or the Debentures of such seriesthem at any time.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) and not theretofore canceledcancelled, or (b) all the Debentures of such series Securities not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepaymentredemption, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.03, 2.04, 2.06, 2.07, 2.10, 2.11, 3.01, 3.02, 3.04, 4.01, 4.02, 5.02, 5.04, 6.05, 6.06, 6.10 and 11.04 hereof and Article XVII hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by areby their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of prepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the CompanyCorporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When ------------------------ (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.6) and not theretofore canceled, or (b) all the Debentures of such series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one 1 year or are to be called for prepayment redemption within one 1 year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations funds, which shall be immediately due and payable, sufficient to pay on the Stated Maturity Date at maturity or upon prepayment redemption all of the Debentures of such series (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date such date of maturity or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest of, and Additional Sumspremium, if any) , or interest on the Debentures of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.0412.4, or (2) paid to any State state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in the case of either case clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.022.5, 2.062.6, 2.072.8, 3.013.1, 3.023.2, 3.043.4, 6.066.6, 6.10 6.8, 6.9 and 11.04 hereof, which 12.4 hereof shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 6.6 and 11.04 12.4 shall survive, and the Trustee, on demand of the Company accompanied by any an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; the Company, however, hereby Indenture. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesDebentures. SECTION 12.2.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series theretofore authenticated (other than any Debentures of such series which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) and not theretofore canceledcancelled, or (b) all the Debentures of such any series outstanding hereunder not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of prepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds an amount in cash or U.S. Government Obligations Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof sufficient to pay on the Stated Maturity Date or upon prepayment all of the Debentures of such series (other than any such Debentures which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumsprincipal, premium, if any) , and interest due or to become due to the Stated Maturity Date or prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumsof, premium, if any) , or interest on the Debentures of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.05, 2.07, 2.08, 3.01, 3.02, 3.043.05, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such series.which

Discharge of Indenture. When (a) the Company shall deliver delivers to the Trustee for cancellation all Debentures of any series Convertible Subordinated Notes theretofore authenticated (other than any Debentures other Convertible Subordinated Notes which shall have been destroyed, lost or stolen and in lieu of or in substitution for which shall other Convertible Subordinated Notes have been replaced as provided in Section 2.07authenticated and delivered) and not theretofore canceled, or (b) all the Debentures of such series Convertible Subordinated Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited deposits with the Trustee, in trust, funds or U.S. Government Obligations amounts sufficient to pay on the Stated Maturity Date at maturity or upon prepayment redemption of all of the Debentures of such series Convertible Subordinated Notes (other than any Debentures Convertible Subordinated Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which shall other Convertible Subordinated Notes have been replaced as provided in Section 2.07authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, interest (including Compounded Interest and Additional SumsContingent Interest, if any) and Liquidated Damages, if any, due or to become due to the Stated such Maturity Date or prepayment dateRedemption Date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Debentures of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company shall also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect (except as to Debentures (i) rights of such seriesregistration of transfer, except for substitution, replacement and exchange and conversion of Convertible Subordinated Notes, (ii) rights hereunder of holders of Convertible Subordinated Notes to receive payments of principal of and premium, if any, interest (including Contingent Interest, if any), and Liquidated Damages, if any, on, the provisions Convertible Subordinated Notes, (iii) the obligations under Sections 2.03 and 8.05 hereof and (iv) the rights, obligations and immunities of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survivethe Trustee hereunder), and the Trustee, on demand of the Company accompanied by any an Officers' Certificate and an Opinion of Counsel as required by Section 10.04 and at the Company's cost and expense of the Companyexpense, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such seriesIndenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debentures of such seriesConvertible Subordinated Notes.

Discharge of Indenture. When (a) the Company shall have paid or caused to be paid the principal of and interest on all Securities of any series outstanding hereunder, as and when the same shall have become due and payable, (b) the Company shall deliver to the Trustee for cancellation all Debentures Securities of any series theretofore authenticated (other than any Debentures Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08 or converted) and not theretofore canceledcancelled, or (bc) all with respect to any series of Securities which, under the Debentures of terms specified in the resolution or supplemental indenture or indentures referred to in Section 2.03, pursuant to which such series not theretofore canceled or delivered is created, can be discharged prior to the Trustee for cancellation shall have become due and payablematurity, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of prepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds cash and/or a principal amount of obligations of or U.S. Government Obligations sufficient to pay on directly guaranteed by the Stated Maturity Date United States of America maturing or upon prepayment all redeemable at the option of the Debentures holder thereof not later than the date fixed for payment or redemption of all outstanding Securities of such series which, together with the income to be earned on such obligations prior to such date, equals the principal amount of (other than and any Debentures which shall have been destroyedapplicable premium on), lost or stolen and which shall have been replaced as provided in Section 2.07) all such Securities of such series not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and with interest (including Compounded Interest and Additional Sums, if any) due or to become due to the Stated Maturity Date date of their maturity or prepayment dateredemption, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of of, or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures Securities of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.0413.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either any such case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then (except in the case of (c) above as to (i) rights of registration of transfer and exchange and any right of the Company of optional redemption and to deliver Securities of such series to the Trustee for cancellation, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) any remaining rights of conversion of Convertible Securities, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee, all of which shall continue in full force and effect) all of the Company's liability with respect to principal, premium, if any, and interest on the Securities of such series shall be discharged, this Indenture shall cease to be of further effect with respect as to Debentures of such series, except for the provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect as to Debentures of such series; , the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures Securities; provided, however, that the rights of Securityholders to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange if the Securities of such series continue to be listed. Notwithstanding the foregoing, if the Company makes a deposit of cash and/or obligations described in clause (c) above with respect to any series of Securities which, under the terms specified in the resolution or supplemental indenture or indentures referred to in Section 2.03, pursuant to which such series is created, is subject to the provisions of this sentence (whether or not such resolution or supplemental indenture provides that such series can be discharged prior to maturity under clause (c) above), and, concurrently with such deposit, notifies the Trustee that such series shall no longer have the benefit of all or any portion of the provisions of Article Seven of this Indenture and such other provisions of this Indenture or the resolution or supplemental indenture, pursuant to which such series is created, as are specifically permitted in such resolution or supplemental indenture to be made inapplicable under this sentence with respect to such series, this Indenture and such supplemental indenture or resolution shall thereupon be deemed amended with respect to such series solely by the deletion in their entirety of such provisions and this Indenture and such supplemental indenture or resolution shall in all other respects be unaffected thereby.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and not theretofore canceled, or (b) all the Debentures of such series Debt Securities not theretofore canceled or delivered 50 58 to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations funds, which shall be immediately due and payable, sufficient to pay on the Stated Maturity Date at maturity or upon prepayment redemption all of the Debentures of such series Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date such date of maturity or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest of, and Additional Sumspremium, if any) , or interest on the Debentures of such series Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in the case of either case clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.05, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which hereof shall survive until such Debentures of such series Debt Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesDebt Securities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07Sec- tion 2.08) and not theretofore canceledcancelled, or (b) all the Debentures of such series Securi- ties not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment redemption within one year under arrangements satisfactory satis- factory to the Trustee for the giving of notice of prepaymentredemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.072.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Additional Sums and Compounded Interest and Additional SumsInterest, if any) and Liquidated Damages, if any, due or to become due to the Stated Maturity Date or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or premium, if any, or interest (including includ- ing Additional Sums and Compounded Interest and Additional SumsInterest, if any) and Liqui- dated Damages, if any, on the Debentures of such series Securities (1) theretofore repaid to the Company in accordance with the provisions of Section Sec- tion 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.02, 2.062.07, 2.072.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Debentures of such series Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; Indenture, the Company, however, hereby agrees agreeing to reimburse xxxx- xxxxx the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such seriesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.8) and not theretofore canceledcancelled, or (b) (1) all the Debentures of such series Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of prepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the Stated Maturity Date or upon prepayment redemption all of the Debentures of such series Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.8) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and interest (including Compounded Interest and Additional Sumspremium, if any) , and interest due or to become due to the Stated Maturity Date or prepayment redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sumspremium, if any) , or interest on the Debentures of such series Securities (1x) theretofore repaid to the Company in accordance with the provisions of Section 11.0411.4, or (2y) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, (2) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such trust funds will not be subject to any rights of holders of Senior Indebtedness, including without limitation, those arising under Article Fourteen hereof, and if(3) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for that the provisions of Sections 2.022.2, 2.062.7, 2.072.8, 3.013.1, 3.023.2, 3.043.4, 6.066.6, 6.10 6.10, 11.4 and 11.04 hereof, which Article Fifteen hereof shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Debentures of such series; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures of such series.Securities shall