Common use of Discharge Clause in Contracts

Discharge. The Corporation may terminate all its obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on the date the following conditions are satisfied: (1) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided in Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective and as more fully set forth in such clause (1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interestaccrued interest and Additional Interest, if any, thereonto the date of fixed maturity or redemption (provided that if such redemption is made as provided in Section 3.07(c), (x) to the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit, if the Securities of such Series have become due deposit and payable, or (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) the Issuers or any Guarantor have paid or caused to be paid all sums payable by it under this Indenture; (3) the Issuers have delivered irrevocable instructions to the maturity date Trustee to apply the deposited money toward the payment of the Securities of such Series (Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (34) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effect, effective on effect as to all Notes issued hereunder (except for (a) the date rights of Holders of outstanding Notes to receive solely from the following conditions are satisfied: trust fund described in clause (1b) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided in this Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year8.08, and the Corporation has deposited with the Trusteeas more fully set forth in such clause (b), in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal payments in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof andof and interest, premiumpremium and Additional Interest, if any, and intereston, if any, thereonsuch Notes when such payments are due, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2b) the Corporation has paid all other sums payable under this Indenture Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Securities of such Series Appendix and (including amounts payable to the Trustee); and (3c) the Trustee has received an Officers’ Certificate rights, powers, trusts, duties and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect immunities of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation hereunder and the Trustee with respect to Issuers’ obligations in connection therewith), and the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the CorporationCompany, shall, upon the request of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the applicable Series. Upon mailing of a notice of redemption or otherwise, and the satisfaction Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the conditions set forth Holders, cash in this Section 8.8 with respect U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Securities Trustee for cancellation for principal, accrued interest, premium, if any, and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a Seriesresult of the deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the terms proceeds of which will be applied to such deposit) and conditions of such Securitiesthe deposit will not result in a breach or violation of, including the terms and conditions with respect thereto set forth in or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers and the Guarantors have paid or caused to be paid all other sums payable by them under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, shall no longer be binding upon, or applicable to, as the Corporationcase may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, effective and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interestaccrued interest and Additional Interest, if any, thereon, (x) to the date of such deposit, if fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of such Series the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all Subject to the last paragraph of this Section 903, the Company (and, as applicable, any Guarantor) shall be discharged from its obligations under this Indenture with respect to any or all Series of Securitiesto, and, with respect to such Series of Securities, and the Indenture (including this Indenture shall Supplemental Indenture) will be discharged and will cease to be of further effecteffect as to, effective on all outstanding Notes, and the date Trustee shall, at the following conditions are satisfiedrequest and at the expense of the Company, execute and deliver to the Company such deeds or other instruments as shall be required to evidence such satisfaction and discharge, when either: (1) either: (Aa) all outstanding Outstanding Notes (excluding for greater certainty any lost, stolen or destroyed Securities of such Series (other than any Securities destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.7) 208 of the Indenture and Notes for whose payment money or Government Obligations has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust), have been delivered to the Trustee for cancellation (including on conversion or exchange of such Notes into other securities or property), or (Bb) all Securities of such Series Notes not so delivered to the Trustee for cancellation (i) have otherwise become due and payable or have been called for redemption pursuant to this Supplemental Indenture, (ii) will become due and payable at their maturity within one year or (iii) are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable year under arrangements satisfactory to the Trustee for the giving of notice of redemption)redemption by the Trustee in the name, and at the expense, of the Company, and, in each case, the Company or RCCI has irrevocably deposited or caused to be deposited with the Trustee funds in trust in cash in Canadian dollars or Government Obligations, or a combination thereof, in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants or chartered accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the principal of, and premium, if any, on such Notes and interest thereon, (x) in the case of Notes that have become due and payable, to the date of such deposit or, (y) in the case of other Notes, to their Stated Maturity or Redemption Date, as the case may be; (2) , and in either case, the Corporation Company has paid or caused to be paid all other sums payable by it under this Supplemental Indenture with respect to such Notes. Notwithstanding the foregoing, and notwithstanding the satisfaction and discharge of the Indenture with respect to the Securities of such Series Notes, (including amounts payable to the Trustee); and (3A) the Trustee has received an Officers’ Certificate and an Opinion rights of Counsel Holders of the Notes to receive solely from the effect that all conditions precedent to the satisfaction and discharge fund held in trust described in subsection (b) of this Indenture Section 903 and as more fully set forth in such Section, payments in respect of the Securities principal of (and premium, if any) and interest on such Series have been satisfied. Notwithstanding Notes when such payments are due, (B) the satisfaction and discharge of this Indenture Company’s obligations with respect to any Series of Securitiessuch Notes under Section 205, the obligations Section 206, Section 208, Section 902, Section 903 and Section 908 of the Corporation to Indenture, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation Indenture and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth Company’s obligations in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securitiesconnection therewith, including the terms Company’s obligations under Section 507 of the Indenture and conditions with respect thereto set forth (D) this Article Nine shall survive until the Notes have been paid in this Indenturefull or, shall no longer be binding upon, or applicable toif earlier, the Corporationdate on which the funds held in trust for such payment are paid to the Company (or discharged from such trust, as applicable) in accordance with the last paragraph of Section 903 of the Indenture. Thereafter, only the Company’s obligations in Section 507 of the Indenture shall survive.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective and as more fully set forth in such clause (1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interestaccrued interest and Additional Interest, if any, thereon, (x) to the date of such deposit, if fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such Series deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective and as more fully set forth in such clause (1)(b), payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing (or are to be called for otherwise delivered in accordance with the procedures of DTC) of a notice of redemption within one yearor otherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interest, accrued interest to the date of fixed maturity or redemption (provided that if any, thereonsuch redemption is made as provided in Section 3.07(c), (x) to the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit, if the Securities of such Series have become due deposit and payable, or (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) the Issuers or any Guarantor have paid or caused to be paid all sums payable by it under this Indenture; (3) the Issuers have delivered irrevocable instructions to the maturity date Trustee to apply the deposited money toward the payment of the Securities of such Series (Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (34) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate If (i) the Company shall deliver to the Fiscal Agent for cancellation all its obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on the date the following conditions are satisfied: (1) either: (A) all outstanding Securities of such Series theretofore authenticated and delivered (other than any Securities which shall have been destroyed, lost or stolen and replaced in lieu of or paid as provided in Section 2.7) substitution for which other Securities shall have been authenticated and delivered) and not theretofore cancelled, or (ii) all Securities not theretofore surrendered or delivered to the Trustee Fiscal Agent for cancellation or (B) all Securities of such Series shall have become due and payable payable, or will are by their terms to become due and payable at their maturity within one year or are to be called for redemption within one yearyear under arrangements satisfactory to the Fiscal Agent, and the Corporation has deposited Company shall irrevocably deposit with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (andFiscal Agent, as to callable U.S. Government Obligationstrust fonds solely for the benefit of the Holders for that purpose, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on at maturity or upon redemption all of the Securities (other than any Securities which shall have been destroyed, lost or stolen and in lieu of such Seriesor in substitution for which other Securities shall have been authenticated and delivered) not theretofore surrendered or delivered to the Fiscal Agent for cancellation, including the principal thereof andprincipal, premium, if any, and interest, if any, thereon, (x) interest due or to the become due to such date of such deposit, if the Securities of such Series have become due and payable, maturity or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; , then this Agreement shall cease to be of further force or effect (2) the Corporation has paid all other sums payable under this Indenture with respect except as to rights of registration of transfer or exchange of the Securities provided in this Agreement) and, at the written request of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Company, accompanied by an Officers’ Certificate and an Opinion of Counsel to the effect Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture in respect Agreement have been complied with, and upon payment of the Securities costs, charges and expenses incurred or to be incurred by the Fiscal Agent in relation thereto or in carrying out the provisions of such Series have been satisfied. Notwithstanding this Agreement, the satisfaction Fiscal Agent shall satisfy and discharge of this Indenture with respect to any Series of Securities, Agreement (“Discharge”); provided that the Company’s obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the payment of principal, premium, if any, and interest will not terminate until the same shall apply the moneys so deposited to the payment to the Holders of Securities of such Series under Sections 8.5, 8.6 all sums due and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationbecome due thereon.

Discharge. The Corporation Issuer and the Guarantors may terminate all its the obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on and the date the following conditions are satisfiedSecurity Documents (a “Discharge”) when: (1) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen Notes theretofore authenticated and replaced or paid as provided in Section 2.7) delivered have been delivered to the Trustee for cancellation cancellation, or (B) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption); (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than this Indenture) to which the Issuer or any of the Guarantors is a party or by which the Issuer or any of the Guarantors is bound; (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Issuer has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the effect Trustee, each stating that all conditions precedent under this Indenture relating to the satisfaction Discharge and discharge of this Indenture in respect of the Securities of such Series any redemption, if applicable, have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, effective and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interestaccrued interest and Additional Interest, if any, thereon, (x) to the date of such deposit, if fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such Series deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the redemption date thereof if Company or any of its Subsidiaries is bound; (3) the Corporation Issuers or any Guarantor has made paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable arrangements satisfactory instructions to the Trustee for to apply the giving deposited money toward the payment of notice of redemption)the Notes at fixed maturity or on the redemption date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation Company and the Guarantors may terminate all its the obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on and the date the following conditions are satisfiedNotes when: (1) either: (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) not been delivered to the date of such deposit, if the Securities of such Series Trustee for cancellation (i) have become due and payable, (ii) will become due and payable, or may be called for redemption (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable and arrangements satisfactory to the Trustee for the giving of notice thereof are made with the Trustee), within one year or (iii) have been called for redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption); (2) no Event of Default shall have occurred and be continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness, and in each case the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by which the Company is bound; (3) the Company shall have paid or caused to be paid all sums payable by it under this Indenture; (4) the Company shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at maturity or the redemption date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Company shall have delivered an Officers’ Certificate and an Opinion of Counsel in the United States (which may be subject to certain qualifications) to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding In the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) case of clause (11)(b) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5Company only), 7.7, 8.6 and 8.7, 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6 and 8.7 shall survive any discharge pursuant to Section 8.8. After such satisfaction and discharge. The Trusteedelivery or irrevocable deposit, at the expense Trustee upon request shall acknowledge in writing the discharge of the Corporation, shall, upon Company’s obligations under the request of the Corporation, execute proper instruments acknowledging satisfaction Notes and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationexcept for those surviving obligations specified above.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effect, effective on effect as to all Notes issued hereunder (except for (a) the date rights of Holders of outstanding Notes to receive solely from the following conditions are satisfied: trust fund described in clause (1b) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided in this Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year8.08, and the Corporation has deposited with the Trusteeas more fully set forth in such clause (b), in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal payments in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof andof and interest, premiumpremium and Additional Interest, if any, and intereston, if any, thereonsuch Notes when such payments are due, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2b) the Corporation has paid all other sums payable under this Indenture Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Securities of such Series Appendix and (including amounts payable to the Trustee); and (3c) the Trustee has received an Officers’ Certificate rights, powers, trusts, duties and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect immunities of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation hereunder and the Trustee with respect to Issuers’ obligations in connection therewith), and the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the CorporationCompany, shall, upon the request of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the applicable Series. Upon mailing of a notice of redemption or otherwise, and the satisfaction Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the conditions set forth Holders, cash in this Section 8.8 with respect U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Securities Trustee for cancellation for principal, accrued interest, premium, if any, and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a Seriesresult of the deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the terms proceeds of which will be applied to such deposit) and conditions of such Securitiesthe deposit will not result in a breach or violation of, including the terms and conditions with respect thereto set forth in or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, shall no longer be binding upon, or applicable to, as the Corporationcase may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective on and as more fully set forth in such clause (1)(b), payments in respect of the date principal of, and premium, if any, interest and Additional Interest, if any, on, such Notes when such payments are due, (b) the following conditions are satisfiedIssuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the sending of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interestaccrued interest and Additional Interest, if any, thereon, (x) to the date of such depositfixed maturity or redemption; (2) in the case of clause (1)(b) above, if no Default or Event of Default has occurred and is continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing or securing of funds to be applied to such Series deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements or instruments governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation Unless otherwise provided in a Board Resolution of the Company delivered to the Trustee pursuant to Section 2.01, an indenture supplemental hereto or an Officers' Certificate establishing the terms of a series of Securities, the Company may terminate all of its obligations under the Securities of any series and this Indenture with respect to any or such series (a) if all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on the date the following conditions are satisfied: (1) either: (A) all outstanding Securities of such Series series previously authenticated and delivered (other than any destroyed, lost or stolen Securities of such series which have been replaced or paid) and all coupons appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.06, (ii) Securities and coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.72.07, and (iii) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03 or 8.04) have been delivered to the Trustee for cancellation or (Bb) all if: (1) the Securities of such Series have become due and payable or will become due and payable at their maturity series mature within one year or all of them are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption), as the case may be; (2) the Corporation has Company irrevocably deposits in trust with the Trustee money or Government Obligations sufficient to pay principal (including any mandatory sinking fund payments) of and any interest and Additional Amounts on the Securities of such series to maturity or redemption, as the case may be (other than moneys paid to the Company or discharged from trust in accordance with Section 4.03 or 8.04); and (3) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all other sums payable conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. The Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, and 8.03 with respect to the Securities of such series, however, shall survive so long as any principal of, interest, if any, or any Additional Amounts on the Securities of such series, and coupons appertaining thereto, remains unpaid. Thereafter the Company's obligations in Section 7.07 shall survive. After a deposit of such moneys, and delivery of the Officers' Certificate and Opinion of Counsel required by clause (3) above, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities of such series and this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the series except for those surviving obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationspecified above.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, effective and as more fully set forth in such clause (b), payments in respect of the principal of and interest and premium, if any, on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interest, if any, thereon, (x) accrued interest to the date of such deposit, if fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the granting of Liens securing such Series Indebtedness or other borrowing of funds, all or a portion of which are to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge ; provided, however, that such counsel may rely, as to matters of this Indenture with respect to any Series fact, on a certificate or certificates of Securities, the obligations officers of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the CorporationGeneral Partner.

Discharge. The Corporation may terminate all its obligations under this Indenture with respect to any or all Series of SecuritiesThis Indenture, the Subsidiary Guarantees and, with respect to such Series of Securitiesthe extent related to the Notes and the Subsidiary Guarantees, this Indenture all Collateral Agreements shall be discharged and shall cease to be of further effect, effective on effect as to all Notes issued hereunder (except as to (x) the date rights of Holders of outstanding Notes to receive solely from the following conditions are satisfied: (1) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided trust fund described in Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year8.08(a)(2), and the Corporation has deposited with the Trusteeas more fully set forth in such Section, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal payments in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof andof and interest, and premium, if any, and intereston, if anysuch Notes when such payments are due, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2) the Corporation has paid all other sums payable under this Indenture Company’s obligations with respect to the Securities of such Series Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and 4.02 and (including amounts payable to the Trustee); and (3z) the Trustee has received an Officers’ Certificate rights, powers, trusts, duties and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect immunities of the Securities of such Series have been satisfied. Notwithstanding the satisfaction Trustee and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation each Agent hereunder and the Trustee with respect to Company’s obligations in connection therewith), and the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the CorporationCompany, shall, upon the request of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities all the Notes, when: (a) either: (1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the registrar for cancellation; or (2) all Notes that have not been delivered to the registrar for cancellation have become due and payable or will become due and payable within one year by reason of the applicable Series. Upon mailing of a notice of redemption or otherwise and the satisfaction Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent as trust funds in trust solely for the benefit of the conditions set forth Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire Indebtedness on the Notes not delivered to the registrar for cancellation of principal, premium, if any, and accrued interest, if any, on, the Notes to the date of maturity or redemption; (b) in respect of clause Section 8.08(a)(2) of this Section 8.8 8.8, the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than with respect to the Securities borrowing of a Seriesfunds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (c) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (d) the Company has delivered irrevocable instructions to the Trustee, the terms Registrar and conditions the Paying Agent under this Indenture to apply the deposited money toward the payment of such Securitiesthe Notes at maturity or on the redemption date, including as the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable tocase may be; and (e) the Company has delivered (a) an Officers’ Certificate to the Trustee, the CorporationRegistrar and the Paying Agent stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied and (b) an Opinion of Counsel to the Trustee, the Registrar and the Paying Agent stating that all conditions precedent to Discharge have been satisfied.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective and as more fully set forth in such clause (1)(b), payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interest, accrued interest to the date of fixed maturity or redemption (provided that if any, thereonsuch redemption is made as provided in Section 3.07(c), (x) to the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit, if the Securities of such Series have become due deposit and payable, or (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) the Issuers or any Guarantor have paid or caused to be paid all sums payable by it under this Indenture; (3) the Issuers have delivered irrevocable instructions to the maturity date Trustee to apply the deposited money toward the payment of the Securities of such Series (Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (34) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate If (i) the Company shall deliver to the Trustee for cancellation all its obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on the date the following conditions are satisfied: (1) either: (A) all outstanding Securities of such Series Notes theretofore authenticated and delivered (other than any Securities Notes which shall have been destroyed, lost or stolen and replaced in lieu of or paid as provided in Section 2.7) substitution for which other Notes shall have been authenticated and delivered) and not theretofore cancelled, or (ii) all Notes not theretofore surrendered or delivered to the Trustee for cancellation or (B) all Securities of such Series shall have become due and payable payable, or will are by their terms to become due and payable at their maturity within one year or are to be called for redemption within one yearyear under arrangements satisfactory to the Trustee, and the Corporation has deposited Company shall irrevocably deposit with the Trustee, in trustas trust funds solely for the benefit of the Holders for that purpose, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay at maturity or upon redemption all of the entire indebtedness on Notes (other than any Notes which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore surrendered or delivered to the Securities of such SeriesTrustee for cancellation, including the principal thereof andprincipal, premium, if any, and interest, if any, thereon, (x) interest due or to the become due to such date of such deposit, if the Securities of such Series have become due and payable, maturity or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under , then this Indenture with respect shall cease to be of further force or effect (except as to rights of registration of transfer or exchange of the Securities Notes provided in this Indenture) and, at the written request of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Company, accompanied by an Officers’ Officer's Certificate and an Opinion of Counsel to the effect Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture in respect have been complied with, and upon payment of the Securities costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of such Series have been satisfied. Notwithstanding this Indenture, the satisfaction Trustee shall satisfy and discharge of this Indenture with respect to any Series of Securities, ("Discharge"); provided that the Company's obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities payment of such Series under Sections 8.5principal, 8.6 premium, if any, and 8.7, interest will not terminate until the same shall survive such satisfaction and discharge. The Trustee, at apply the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect moneys so deposited to the Securities payment to the Holders of a Series, the terms Notes of all sums due and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationto become due thereon.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will be discharged and will cease to be of further effecteffect as to all Notes issued hereunder (subject to those provisions that by their express terms shall survive) (a “Discharge”), effective on the date the following conditions are satisfiedwhen: (1) either: (A) all outstanding Securities of such Series Notes theretofore authenticated and delivered (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation or cancellation, or (B) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable at their maturity within one year or (iii) are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust of cash in U.S. Dollars, non-callable U.S. Government Obligations, or a combination thereof in an amount sufficient to pay and discharge the principal, premium, if any, and interest on, the Notes to the Stated Maturity thereof or the date of redemption), as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee by 11:00 am NY time on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption); (2) the Corporation Company has paid or caused to be paid all other sums then due and payable under this Indenture with respect to by the Securities of such Series (including amounts payable to the Trustee); andCompany; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (4) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Company has received delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect Trustee, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture in respect of the Securities of such Series Discharge have been satisfied. Notwithstanding The Collateral will be released from the satisfaction and discharge of this Indenture with respect to any Series of SecuritiesNote Lien securing the Notes, the obligations of the Corporation to the Trustee as provided under Section 7.7 and10.4 hereof, if money shall have been deposited upon a Discharge in accordance with the Trustee pursuant to subclause (B) of clause (1) provisions of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective on and as more fully set forth in such clause (1)(b), payments in respect of the date principal of, and premium, if any, and interest on, such Notes when such payments are due, (b) the following conditions are satisfiedIssuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the sending of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interest, if any, thereon, (x) accrued interest to the date of such depositfixed maturity or redemption; (2) in the case of clause (1)(b) above, if no Default or Event of Default has occurred and is continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit, or if a Default or Event of Default has occurred, the penalties due in connection with such Series Default or Event of Default have been paid before or on the date of the deposit, and no Default or Event of Default will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing or securing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements or instruments governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective and as more fully set forth in such clause (1)(b), payments in respect of the principal of and interest and premium, if any, on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), and the Security Documents, insofar as they relate to the rights of Holders of the Notes, will cease to be of further effect with respect to the Notes, when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interest, accrued interest to the date of fixed maturity or redemption (provided that if any, thereonsuch redemption is made as provided in Section 3.07(c), (x) to the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit, if the Securities of such Series have become due deposit and payable, or (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) the Issuers or any Guarantor have paid or caused to be paid all sums payable by it under this Indenture; (3) the Issuers have delivered irrevocable instructions to the maturity date Trustee to apply the deposited money toward the payment of the Securities of such Series (Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (34) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will be discharged and will cease to be of further effecteffect (except as to surviving rights of registration of transfer or exchange of the notes as expressly provided for in the Indenture) and the Trustee, effective on at the date expense and written direction of the following conditions are satisfiedCompany, will execute proper instruments acknowledging satisfaction and discharge of the Indenture as to all Outstanding Notes under the Indenture when: (1a) either: : (Ai) all outstanding Securities of such Series Notes theretofore authenticated and delivered (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid or Notes whose payment has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided for in Section 2.7the Indenture) have been delivered to the Trustee for cancellation or cancellation, or (Bii) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable or payable, (b) will become due and payable at their maturity Stated Maturity within one year or (c) are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount in United States dollars sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, and accrued interest at such Maturity, Stated Maturity or redemption date; (c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other material agreement to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (d) the Company or any Guarantor has paid or caused to be paid all sums payable under the Indenture by the Company and any Guarantor; (e) the Company has delivered irrevocable instructions to the Trustee to apply such funds to the payment of the Notes at Maturity or redemption), as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3f) the Company has delivered to the Trustee has received an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of this such Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, effective and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the giving of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interestaccrued interest and Additional Interest, if any, thereon, (x) to the date of such depositfixed maturity or redemption; (2) in the case of clause (1)(b), if no Default or Event of Default has occurred and is continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such Series deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the redemption date thereof if Company or any of its Subsidiaries is bound; (3) the Corporation Issuers or any Guarantor has made paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable arrangements satisfactory instructions to the Trustee for to apply the giving deposited money toward the payment of notice of redemption)the Notes at fixed maturity or on the redemption date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture and the Subsidiary Guarantees shall be discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except as to (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.08(a)(2), effective on and as more fully set forth in such Section, payments in respect of the date principal of, and interest and premium, if any, on, such Notes when such payments are due, (y) the following conditions are satisfiedCompany’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and 4.02 and (z) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1a) either: : (Ai) all outstanding Securities of such Series the Notes theretofore authenticated and delivered (other than any Securities destroyedexcept lost, lost stolen, mutilated or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money or U.S. Government Obligations have theretofore been deposited in Section 2.7trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (Bii) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity Stated Maturity within one year year, or are to be called for redemption within one yearyear under arrangements satisfactory to the Trustee for the serving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Corporation Company has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness Indebtedness on the Securities of such SeriesNotes not theretofore delivered to the Trustee for cancellation, including the for principal thereof andof, premium, if any, and interest, if any, thereon, (x) interest on the Notes to the date of such deposit, if deposit (in the Securities case of such Series Notes which have become due and payable, ) or (y) to the maturity date of the Securities of such Series (Stated Maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be, together with instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2b) the Corporation Company has paid or caused to be paid all other sums payable by it under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee)Indenture; and (3c) the Company has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect which, taken together, state that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effect, effective on effect as to all Notes issued hereunder (except for (a) the date rights of Holders of outstanding Notes to receive solely from the following conditions are satisfied: trust fund described in clause (11)(b) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided in this Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year8.08, and the Corporation has deposited with the Trusteeas more fully set forth in such clause (1)(b), in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal payments in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, of and premium, if any, and interest, if any, thereoninterest on such Notes when such payments are due, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2b) the Corporation has paid all other sums payable under this Indenture Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Securities of such Series Appendix, (including amounts payable to the Trustee); and c) Sections 8.05, 8.06 and 8.07 and (3d) the Trustee has received an Officers’ Certificate rights, powers, trusts, duties and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect immunities of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation hereunder and the Trustee with respect to Issuers’ obligations in connection therewith), and the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the CorporationCompany, shall, upon the request of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, whether at maturity or otherwise, (ii) will become due and payable at their stated maturity within one year or (iii) if redeemable at the option of the applicable Series. Upon Issuers, are to be called for redemption within one year under arrangements satisfactory to the satisfaction Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the conditions set forth Issuer, and, in the case of this Section 8.8 clause (b), the Issuer shall have irrevocably deposited or caused to be deposited with respect the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient in the case of non-callable U.S. Government Securities or a combination of cash in U.S. Dollars and non-callable Government Securities, the written opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants delivered to the Securities Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of fixed maturity or redemption, as the case may be; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a Seriesresult of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, the terms and conditions of such Securitiesor constitute a default under, including the terms and conditions with respect thereto set forth in any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, shall no longer be binding upon, or applicable to, as the Corporationcase may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 9.08, effective and as more fully set forth in such clause (b), payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 3.03, 3.04, 3.06, 3.07, 3.09 and 5.02 hereof and (c) the following conditions are satisfiedrights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interest, accrued and unpaid interest to the date of fixed maturity or redemption; provided that if any, thereonsuch redemption is made as provided in Section 4.07(c), (x) to the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit, if deposit (as determined in good faith by the Securities of such Series have become due Company) and payable, or (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the maturity redemption date as necessary to pay the Make Whole Premium as determined by such date; (2) no Default or Event of Default has occurred and is continuing on the date of the Securities deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such Series deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, effective and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interestaccrued interest and Additional Interest, if any, thereon, (x) to the date of such deposit, if fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such Series deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective and as more fully set forth in such clause (1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereof, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interestaccrued interest and Additional Interest, if any, thereonto the date of fixed maturity or redemption (provided that if such redemption is made as provided in Section 3.07(c) hereof, (x) to the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit, if the Securities of such Series have become due deposit and payable, or (y) the depositor must irrevocably deposit or cause to the maturity date of the Securities of such Series (or be deposited additional money in trust on the redemption date thereof if as necessary to pay the Corporation Make Whole Premium as determined by such date); (2) the Issuers or any Guarantor has made paid or caused to be paid all sums payable by it under this Indenture; (3) the Issuers have delivered irrevocable arrangements satisfactory instructions to the Trustee for to apply the giving deposited money toward the payment of notice of redemption)the Notes at fixed maturity or on the redemption date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (34) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation Issuers and the Guarantors may terminate all its the obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on and the date the following conditions are satisfiedNotes when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their maturity by reason of the mailing of a notice of redemption or otherwise within one year and the Issuers or are any Guarantor have irrevocably deposited or caused to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, (II) non-callable U.S. Government Obligations Securities, or (III) a combination thereof, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness Indebtedness on the Securities of such SeriesNotes not delivered to the Trustee for cancellation for principal, including the principal thereof and, premiumpremium and Additional Interest, if any, and interest, if any, thereon, (x) accrued interest to the date of such deposit, if maturity or redemption; (2) no Event of Default has occurred and is continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of such Series the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuers or any Restricted Subsidiary is a party or by which the Issuers or any Restricted Subsidiary are bound; (3) the Issuers or any Guarantor have paid or caused to be paid all sums payable by them under this Indenture; and (4) the redemption date thereof if the Corporation has made Issuers have delivered irrevocable arrangements satisfactory instructions to the Trustee for under this Indenture to apply the giving deposited money toward the payment of notice of redemption)the Notes at maturity or on the redemption date, as the case may be;. (25) In addition, the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Issuers must deliver an Officers’ Officer’s Certificate and an Opinion opinion of Counsel counsel (which may be subject to certain qualifications) to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding In the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) case of clause (1) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5Issuers only), 7.7, 8.6 and 8.7, 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Issuers’ obligations in Sections 7.7, 8.6 and 8.7 shall survive any discharge pursuant to Section 8.8. After such satisfaction and discharge. The Trusteedelivery or irrevocable deposit, at the expense Trustee upon request shall acknowledge in writing the discharge of the CorporationIssuers’ obligations under the Notes and this Indenture except for those surviving obligations specified above. In connection with a discharge, shallin the event the Issuers become insolvent within the applicable preference period after the date of deposit, upon monies held for the request payment of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities Notes may be part of the applicable Series. Upon the satisfaction bankruptcy estate of the conditions set forth in this Section 8.8 with respect Issuers, disbursement of such monies may be subject to the Securities automatic stay of a Series, the terms Bankruptcy Code and conditions monies disbursed to Holders may be subject to disgorgement in favor of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the CorporationIssuers’ estate.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effect, effective on effect as to all Notes issued hereunder (except for (a) the date rights of Holders of outstanding Notes to receive solely from the following conditions are satisfied: trust fund described in clause (11)(B) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided in this Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year8.08, and as more fully set forth in such clause (1)(B), payments in respect of the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment principal of and interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereonon such Notes when such payments are due, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2b) the Corporation has paid all other sums payable under this Indenture Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Securities of such Series Appendix, (including amounts payable to the Trustee); and (3c) the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall or Government Securities have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.88.08, the obligations provisions of Section 8.06 and 8.09 hereof; and (d) the rights, powers, trusts, duties and immunities of the Corporation Trustee hereunder and the Trustee with respect to Company’s obligations in connection therewith), and the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the CorporationCompany, shall, upon the request of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities all the Notes, when: (1) either: (A) all Notes that have been authenticated, except lost, wrongfully taken or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the applicable Series. Upon mailing of a notice of redemption or otherwise, and either the satisfaction Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, accrued interest and premium, if any, to the date of Stated Maturity or redemption; (2) In respect of (1)(B) above, no Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than an Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds to be applied to such deposit (and any similar deposit relating to other Indebtedness being defeased, discharged or replaced) or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will be applied to such deposits) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing such other Indebtedness being defeased, discharged or replaced) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company and the Guarantors have paid or caused to be paid all other sums payable by them under this Indenture; (4) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at Stated Maturity or the redemption date, as the case may be; and (5) the Company has delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions set forth precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied. Notwithstanding the above, the Trustee shall pay to the Company from time to time upon its request any cash or Government Securities held by it as provided in this Section 8.8 8.08 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect satisfaction and discharge under this Section 8.08. Subject to any applicable escheat laws, any money or Government Securities deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Securities Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a Seriesdate specified therein, which shall not be less than 30 days from the terms and conditions date of such Securitiesnotification or publication, including any unclaimed balance of such money then remaining shall be repaid to the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the CorporationCompany.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effect, effective on effect as to all Notes issued hereunder (except for (a) the date rights of Holders of outstanding Notes to receive solely from the following conditions are satisfied: (1) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided trust fund described in this Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year7.5, and as more fully set forth in such clause (b), payments in respect of the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment principal of and interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and intereston, if any, thereonsuch Notes when such payments are due, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2b) the Corporation has paid all other sums payable under this Indenture Issuers’ obligations with respect to such Notes under Sections 2.05, 2.06, 2.09, 2.12 of the Securities of such Series Base Indenture and Section 4.2 hereof and (including amounts payable to the Trustee); and (3c) the Trustee has received an Officers’ Certificate rights, powers, trusts, duties and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect immunities of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation hereunder and the Trustee with respect to Issuers’ obligations in connection therewith), and the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the CorporationCompany, shall, upon the request of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the applicable Series. Upon mailing of a notice of redemption or otherwise, and the satisfaction Issuers or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the conditions set forth Holders, cash in this Section 8.8 with respect U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Securities Trustee for cancellation for principal, accrued interest and premium, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a Seriesresult of the deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the terms proceeds of which will be applied to such deposit) and conditions of such Securitiesthe deposit will not result in a breach or violation of, including the terms and conditions with respect thereto set forth in or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers and the Subsidiary Guarantors have paid or caused to be paid all other sums payable by them under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, shall no longer be binding upon, or applicable to, as the Corporationcase may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will be discharged and will cease to be of further effecteffect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes have been canceled and the rights, effective on protections and immunities of the date the following conditions are satisfiedTrustee) as to all outstanding Notes and Subsidiary Guarantees when either: (1) either: all the Notes that have been authenticated and delivered (A) all outstanding Securities of such Series (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust), have been delivered to the Trustee for cancellation or cancellation; or (Ba) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) Notes not delivered to the date of such deposit, if the Securities of such Series Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (yiii) have been called for redemption pursuant to Article III and, in any case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars in such amounts as will be sufficient without consideration of any reinvestment of interest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Company and delivered to the Trustee) to pay and discharge the maturity date of entire Debt (including all principal and accrued interest, if any) on the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory Notes not theretofore delivered to the Trustee for cancellation; (b) the giving Company has paid or caused to be paid all other sums payable by it under this Indenture; and (c) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of notice the Notes at maturity or on the date of redemption), as the case may be; (2) . In addition, the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Company must deliver an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfiedcomplied with. Notwithstanding After the satisfaction and discharge of this Indenture with respect to any Series of SecuritiesNotes are no longer outstanding, the Company’s and the Subsidiary Guarantors’ obligations of the Corporation to the Trustee under in Section 7.7 and7.7, if money Section 8.5 and Section 8.7 shall have been deposited with the Trustee survive any discharge pursuant to subclause (B) of clause (1) of this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officers’ Certificate and Opinion of Counsel, the obligations Trustee, upon written request, shall acknowledge in writing the discharge of the Corporation Company’s obligations under the Notes and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationexcept for those surviving obligations specified above.

Discharge. The Corporation may terminate This Indenture, the Subsidiary Guarantees and , to the extent related to the Notes and the Subsidiary Guarantees, all its obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture Collateral Agreements shall be discharged and shall cease to be of further effect, effective on effect as to all Notes issued hereunder (except as to (x) the date rights of Holders of outstanding Notes to receive solely from the following conditions are satisfied: trust fund described in clause (11)(b) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided in this Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year8.08, and the Corporation has deposited with the Trusteeas more fully set forth in such clause (1)(b), in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal payments in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof andof and interest, premium, if any, and interestAdditional Amounts, if any, thereonon, (x) to the date of such depositNotes when such payments are due, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2) the Corporation has paid all other sums payable under this Indenture Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and 4.02 and the Securities of such Series Appendix and (including amounts payable to the Trustee); and (3z) the Trustee has received an Officers’ Certificate rights, powers, trusts, duties and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect immunities of the Securities of such Series have been satisfied. Notwithstanding the satisfaction Trustee and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation each Agent hereunder and the Trustee with respect to Company’s obligations in connection therewith), and the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the CorporationCompany, shall, upon the request of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the applicable Series. Upon mailing of a notice of redemption or otherwise and the satisfaction Company or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent as trust funds in trust solely for the benefit of the conditions set forth Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, accrued interest, premium, if any, interest, if any, and Additional Amounts, if any, to the date of fixed maturity or redemption; (2) in respect of clause (1)(b) of this Section 8.8 8.08, the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the Securities borrowing of a Seriesfunds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Company has delivered irrevocable instructions to the Trustee, the terms Registrar and conditions the Paying Agent to apply the deposited money toward the payment of such Securitiesthe Notes at maturity or on the redemption date, including as the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable tocase may be; and (5) the Company has delivered (a) an Officers’ Certificate to the Trustee, the CorporationRegistrar and the Paying Agent stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied and (b) an Opinion of Counsel to the Trustee, the Registrar and the Paying Agent stating that all conditions precedent to Discharge have been satisfied.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall and the Security Documents will be discharged and will cease to be of further effecteffect and any Collateral then securing the Notes shall be automatically released (except as to surviving rights or registration of transfer or exchange of Notes which shall survive until all Notes have been canceled and the rights, effective on protections and immunities of the date Trustee and the following conditions are satisfiedCollateral Agent) as to all outstanding Notes and all Guarantees when either: (1) either: (Aa) all outstanding Securities of such Series the Notes that have been authenticated and delivered (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation cancellation; or (Bb) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) Notes not delivered to the date of such deposit, if the Securities of such Series Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (yiii) to the maturity date of the Securities of such Series (or the have been called for redemption date thereof if the Corporation has made within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)redemption by the Trustee in the name and at the expense of the Issuer, and, in any case, the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the case may bebenefit of the Holders, cash in U.S. dollars in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation; (2) the Corporation Issuer or any Guarantor has paid or caused to be paid all other sums payable by the Issuer under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee)Indenture; and (3) the Issuer has delivered irrevocable instructions to the Trustee has received under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the effect Trustee and the Collateral Agent stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfiedcomplied with. Notwithstanding After the satisfaction and discharge of this Indenture with respect to any Series of SecuritiesNotes are no longer outstanding, the Issuer’s and the Guarantors’ obligations of the Corporation to the Trustee under in Section 7.7 and7.6, if money Section 8.5 and Section 8.7 shall have been deposited with the Trustee survive any discharge pursuant to subclause (B) of clause (1) of this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officers’ Certificate and Opinion of Counsel, the obligations Trustee, upon written request, shall acknowledge in writing the discharge of the Corporation Issuer’s obligations under the Notes and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationexcept for those surviving obligations specified above.

Discharge. (1) The Trustee shall at the written request of the Corporation may terminate all its obligations under release and discharge this Indenture and the other Indenture Documents, execute and deliver such instruments as it shall be advised by Counsel are requisite for that purpose and to release the Corporation from its covenants herein contained (other than the provisions relating to the indemnification of the Trustee), upon proof being given to the reasonable satisfaction of the Trustee that the principal of, and interest (including interest on amounts in default, if any), on all the Debentures and all other monies payable hereunder have been paid or satisfied or that all the Debentures having matured or having been duly called for redemption, payment of the principal of and interest (including interest on amounts in default, if any) on such Debentures and of all other monies payable hereunder has been duly and effectually provided for in accordance with respect the provisions hereof including the payment of all costs, charges and expenses properly incurred by the Trustee and all interest thereon. (2) If any of the Property (including, without limitation any Equity Interests of any Subsidiary of the Corporation) subject to the Liens (if any) granted by the Corporation pursuant to the Collateral Documents are disposed of and such disposition does not result in a breach or default under the Collateral Documents (a “Disposition”), the interests of the Corporation in such Property or assets that have been disposed shall, without further act of the Trustee or any other holder of a Debenture and concurrently with such Disposition, cease to be part of the Property or assets subject to the Liens granted pursuant to such Collateral Documents and shall automatically and without further acts of the Trustee or any holder of the Debentures be released from and no longer be subject to the Liens granted pursuant to any or all Series of Securities, and, with respect such Collateral Documents and such Liens granted pursuant to such Series of Securities, this Indenture any Collateral Documents shall cease to be of further effect, effective on the date the following conditions are satisfied: (1) either: (A) all outstanding Securities of attached to such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided in Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); andProperty. (3) The Trustee agrees, at the Trustee has received an Officers’ Certificate Corporation’s expense, upon the consummation of any Disposition, to (i) execute and an Opinion of Counsel deliver to the effect that all conditions precedent Corporation such documents as the Corporation shall reasonably request to evidence the release of the Liens created pursuant to the satisfaction Collateral Documents over any Property subject to such Disposition and discharge (ii) to deliver all certificates representing Equity Interests of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations Subsidiary of the Corporation (and any transfer powers thereof) subject to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of such Disposition and in its possession as the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationmay direct.

Discharge. The Corporation Issuer may terminate all its the obligations of it and the Guarantors under this Indenture with respect to any or all Series series of Securities, and, with respect to such Series series of Securities, this Indenture Indenture, except for Sections 7.7, 8.5 and 8.7 hereof, shall cease to be of further effect, effective on the date the following conditions are satisfiedwhen: (1i) either: (A1) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen series theretofore authenticated and replaced or paid as provided in Section 2.7) delivered have been delivered to the Trustee for cancellation or (B2) all Securities of such Series series not theretofore delivered to the Trustee for cancellation (A) have become due and payable or (B) will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (Ia “Discharge”) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)redemption by the Trustee in the name, as and at the case may beexpense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Securities of such series, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or Redemption Date; (2ii) the Corporation Issuer has paid or caused to be paid all other sums then due and payable under this Indenture with respect to such series of Securities by the Issuer; (iii) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Securities of such Series (including amounts payable to series at Stated Maturity or on the Trustee)Redemption Date, as the case may be; and (3iv) the Issuer has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture in respect of the Securities of such Series Discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation Company and the Guarantors may terminate all its the obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on and the date the following conditions are satisfiedNotes when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their maturity by reason of the mailing of a notice of redemption or otherwise within one year and the Company has irrevocably deposited or are caused to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, (II) non-callable U.S. Government Obligations Securities, or (III) a combination thereof, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness Indebtedness on the Securities of such SeriesNotes not delivered to the Trustee for cancellation for principal, including the principal thereof and, premiumpremium and Additional Interest, if any, and interest, if any, thereon, (x) accrued interest to the date of such deposit, if maturity or redemption; (2) no Event of Default has occurred and is continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such Series deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by which the Company is bound; (3) the Company has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be;. (25) In addition, the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Company must deliver an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding In the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) case of clause (11)(b) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10, 2.12, 2.16, 4.1, 4.2, 4.15 (as to legal existence of the Corporation Company only), 7.7, 8.5 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.5 and 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit, the Trustee with respect to upon request shall acknowledge in writing the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense discharge of the Corporation, shall, upon Company’s obligations under the request of the Corporation, execute proper instruments acknowledging satisfaction Notes and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationexcept for those surviving obligations specified above.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will be discharged and will cease to be of further effect, effective on the date the following conditions are satisfied: effect (1except as to surviving rights of registration of transfer or exchange of Notes) either: as to all outstanding Notes (A"Discharge") when (i) either (a) all outstanding Securities of such Series Notes theretofore authenticated and delivered (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has theretofore been deposited in Section 2.7trust with the Trustee and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation cancellation; or (Bb) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation have become due and payable or payable, will become due and payable at by their maturity terms within one year year, or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable year under arrangements satisfactory to the Trustee for the giving of notice of redemption), and in each case the Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds solely for the benefit of the Holders for that purpose, funds in an amount of money in U.S. dollars sufficient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for the principal amount, premium, if any, accrued and unpaid interest, and Liquidated Damages, if any, to the date of such deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof; (ii) the Company has paid all other sums payable by it under this Indenture; and (iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity, as the case may be; (2) . In addition, the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Company must deliver an Officers’ ' Certificate and an Opinion of Counsel to the effect stating that all conditions precedent under this Indenture to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation Issuer and the Guarantors may terminate all its the obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective the Note Documents and the Liens on the date Collateral securing the following conditions are satisfiedNotes will be released (a “Discharge”) when: (1) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen Notes theretofore authenticated and replaced or paid as provided in Section 2.7) delivered have been delivered to the Trustee for cancellation cancellation, or (B) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable (including by reason of a redemption pursuant to the terms of this Indenture as described under Section 3.7) or (ii) will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes (without consideration of reinvestment), not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption); (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation Issuer and the Note Guarantors may terminate all its the obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on the date the following conditions are satisfied(a “Discharge”) when: (1a) either: (A) all outstanding Securities of such Series (other than any Securities destroyedNotes theretofore authenticated and delivered, lost except lost, stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has theretofore been deposited in Section 2.7) trust, have been delivered to the Trustee for cancellation cancellation, or (B) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise or (ii) will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, in U.S. dollars, in cash, in securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), or a combination thereof, in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption); (b) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (c) the deposit will not result in a breach or violation of, or constitute a default under any material instrument (other than this Indenture) to which the Issuer or any Note Guarantor is a party or by which the Issuer or any Note Guarantor is bound; (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3e) the Issuer has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect Counsel, each stating that all conditions precedent to the satisfaction and discharge of under this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this Indenture with respect to any or all Series of SecuritiesThis Indenture, the Subsidiary Guarantees and, with respect to such Series of Securitiesthe extent related to the Notes and the Subsidiary Guarantees, this Indenture all Collateral Agreements shall be discharged and shall cease to be of further effect, effective on effect as to all Notes issued hereunder (except as to (x) the date rights of Holders of outstanding Notes to receive solely from the following conditions are satisfied: (1) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided trust fund described in Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year‎Section 8.08(a)(2), and the Corporation has deposited with the Trusteeas more fully set forth in such Section, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal payments in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof andof and interest, and premium, if any, and intereston, if anysuch Notes when such payments are due, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2) the Corporation has paid all other sums payable under this Indenture Company’s obligations with respect to such Notes under Sections ‎2.03, ‎2.04, ‎2.05, ‎2.06, ‎2.07, ‎2.10, ‎4.02 and the Securities of such Series Appendix and (including amounts payable to the Trustee); and (3z) the Trustee has received an Officers’ Certificate rights, powers, trusts, duties and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect immunities of the Securities of such Series have been satisfied. Notwithstanding the satisfaction Trustee and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation each Agent hereunder and the Trustee with respect to Company’s obligations in connection therewith), and the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the CorporationCompany, shall, upon the request of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities all the Notes, when: (a) either: (1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the registrar for cancellation; or (2) all Notes that have not been delivered to the registrar for cancellation have become due and payable or will become due and payable within one year by reason of the applicable Series. Upon mailing of a notice of redemption or otherwise and the satisfaction Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent as trust funds in trust solely for the benefit of the conditions set forth Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the registrar for cancellation of principal, premium, if any, and accrued interest, if any, on, the Notes to the date of maturity or redemption; (b) in respect of clause ‎Section 8.08(a)(2) of this Section 8.8 8.8, the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than with respect to the Securities borrowing of a Seriesfunds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the terms and conditions granting of Liens to secure such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.borrowings);

Discharge. The Corporation may terminate all its obligations under this Indenture with respect Provided that (i) the Trust, the trustee thereof, and the terms and conditions (as well as the form and substance) of the indenture whereby the Trust shall have been established shall be reasonably satisfactory to any or all Series the Required Holders, (ii) the purchase price of Securities, and, with respect to such Series of Securities, this Indenture shall cease the United States Governmental Securities to be deposited into the Trust shall have been fully paid by the Company, and such United States Governmental Securities shall have been so deposited into the Trust (and each holder shall have received written verification thereof by the trustee of further effectthe Trust) and shall, effective as so deposited, be unencumbered by any Lien and sufficient to pay all principal, interest and Make-Whole Amount, if any, to fall due on the date the following conditions are satisfied: (1) either: (A) all Notes then outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided in Section 2.722.8(a) (and each holder shall have been delivered to received written verification of such sufficiency by the Trustee for cancellation or independent certified public accountants of recognized national standing selected by the Company), (iii) the Company shall have (A) paid in full all fees, costs and expenses of the trustee of the Trust and of all holders incurred in connection with the preparation of the trust indenture and the establishment of the Trust, including, without limitation, all reasonable attorneys' fees and disbursements, and (B) prepaid in full any and all Securities fees, costs and expenses of such Series the trustee of the Trust for the entire term of the Trust (and the holders of the Notes shall have become due and payable or will become due and payable at their maturity within one year or are received written confirmation from the trustee confirming its receipt of the payments required to be called for redemption within one yearmade to it pursuant to this clause (iii)), (iv) the Company shall have no continuing legal or equitable interest in the Trust or the United States Governmental Securities deposited into the Trust (other than a reversionary interest in any such United States Governmental Securities or the proceeds therefrom, remaining after the full, final and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the indefeasible payment of the principal amount of the Notes and all interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interestMake-Whole Amount, if any, thereon) and shall have no right to direct or instruct the trustee of the Trust, or to remove such trustee, or otherwise to require such trustee to take any action with respect to such United States Governmental Securities or otherwise, (xv) to no Event of Default shall have occurred and be continuing at the date time of such deposit, if , (vi) the Securities of such Series Company shall have become due and payable, or (ydelivered the written notice referred to in Section 22.8(a) hereof to the maturity date holders and a legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Mayor Day ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. or other independent counsel to the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements Company, reasonably satisfactory to the Trustee for Required Holders stating, among other things which the giving Required Holders may reasonably request, that (A) the Trust is validly created and duly constituted and that the sole beneficiaries thereof are the holders, (B) the United States Governmental Securities deposited therein were validly contributed to the Trust and constitute a legal and valid res of notice of redemption)the Trust, (C) the Company's actions in creating the Trust and contributing the United States Governmental Securities thereto were duly authorized and valid, (D) the Company, as the case may be; settlor of the Trust, has no right, title or interest in and to the Trust or the res thereof (2other than a reversionary interest in any United States Governmental Securities, or the proceeds thereof, remaining after the full, final and indefeasible payment of the principal amount of the Notes and all interest and Make-Whole Amount, if any, thereon) the Corporation and has paid all other sums payable under this Indenture no power of direction, or right of removal, with respect to the Securities trustee of such Series the Trust, (including amounts payable E) if any of the events described in clause (g) or clause (h) of Section 11 were to occur, the Trustee); and Trust and the res thereof would not be part of the estate of the Company and (3F) the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect creation of the Trust and the depositing of the United States Governmental Securities therein shall not, for purposes of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture Code with respect to any Series of Securitiesholder, the obligations of the Corporation result in a taxable event whereby (I) such holder may become liable to the Trustee under Section 7.7 and, if money pay a tax on any gain deemed to have arisen with respect to such transaction or (II) such holder shall have been deposited with the Trustee pursuant deemed to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee have suffered a loss with respect to such transaction, (vii) all principal, interest costs, expenses and other sums due and payable to the Securities holders under the this Agreement, the Other Agreements and the Notes on the date the Trust is created shall have been paid in full, and (viii) the Company shall have delivered to the holders an opinion of such Series under Sections 8.5independent certified public accountants of recognized national standing selected by the Company, 8.6 reasonably satisfactory to the Required Holders and 8.7, shall survive such satisfaction and discharge. The Trustee, prepared at the expense of the CorporationCompany (provided that the Company shall have the right to negotiate with such accountants regarding the cost of furnishing such opinion), shall, upon stating that under GAAP the request creation of the CorporationTrust and the depositing of the United States Governmental Securities therein shall not result, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities any holder, in an exchange of the applicable Series. Upon the satisfaction Note or Notes of such holder for all or part of such United States Governmental Securities which exchange would result in a gain or loss being realized by such holder under GAAP in respect of such transaction, then, and in that case, all obligations of the conditions set forth in Company under this Section 8.8 with respect Agreement, the Other Agreements and the Notes shall be discharged; provided, however, if the contribution to the Trust of any United States Governmental Securities is invalidated, declared to be fraudulent or preferential, set aside, or if any such United States Governmental Securities are required to be returned or redelivered to the Company, or any custodian, trustee, receiver or any other Person under any bankruptcy act, state or federal law, common law or equitable cause, then, to the extent of a Seriessuch invalidation, return or redelivery, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in obligations under this Indenture, shall no longer be binding upon, or applicable toAgreement, the CorporationOther Agreements and the Notes (less any payments, which shall not have been themselves invalidated, returned or redelivered, made thereon from or in respect of the United States Governmental Securities so invalidated, returned or redelivered) shall be revived and restored.

Discharge. The Corporation may terminate all its obligations under this Indenture with respect to any or all Series of Securities, DIP Obligations and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on the date the following conditions are satisfied: (1) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid except as otherwise provided in Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one yearParagraphs [12(b)], [12(e)], and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption[12(g), as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities] hereof, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee Debtors with respect to the Securities adequate protection provided herein shall not be discharged by the entry of an order confirming any plan of reorganization in any of the Chapter 11 Cases, notwithstanding the provisions of section 1141(d) of the Bankruptcy Code, unless (x) such obligations have been indefeasibly paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted), on or before the effective date of such Series under Sections 8.5plan of reorganization, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense (y) each of the CorporationDIP Agent, shallthe DIP Lenders, the Prepetition Agents, and the Prepetition IPCo Indenture Trustees, as applicable, has otherwise agreed in writing or as otherwise provided herein or (z) each of DIP Agent, the DIP Lenders, the Prepetition Agents, and the Prepetition IPCo Indenture Trustees have accepted their treatment in a plan of reorganization or liquidation as provided herein; provided, that the DIP Loans shall automatically and mandatorily convert into the Exit Term Loans upon the request occurrence of the CorporationExit Conversion (as defined in the DIP Credit Agreement, execute proper instruments acknowledging satisfaction and discharge the “Exit Conversion”) in accordance with the DIP Credit Agreement. It shall be an Event of this Indenture with respect to Securities Default if the Debtors shall propose or support any plan of reorganization or sale of all or substantially all of the applicable Series. Upon Debtors’ assets, or order confirming such plan or approving such sale, that is not (1) conditioned upon the satisfaction indefeasible payment in full in cash of the conditions set forth in this Section 8.8 DIP Obligations (other than contingent indemnification obligations for which no claim has been asserted), and the payment of the Debtors’ obligations with respect to the Securities adequate protection provided for herein, in full in cash within a commercially reasonable period of a Series, time (and in no event later than the terms and conditions effective date of such Securities, including the plan of reorganization or sale) or (2) on such other terms and conditions with respect thereto as are set forth in this Indenturethe Transaction Support Agreement (a “Prohibited Plan or Sale”), without the written consent of each of the DIP Agent (acting at the direction of the Required Lenders), DIP Lenders, the Prepetition Term Agent (acting at the direction of the Required Term Lenders), the Prepetition ABL Agents, and Prepetition IPCo Indenture Trustees, as applicable. For the avoidance of doubt, the Debtors’ proposal or support of a Prohibited Plan or Sale, or the entry of an order with respect thereto, shall no longer be binding upon, or applicable to, constitute an Event of Default hereunder and under the CorporationDIP Documents.

Discharge. The Corporation may terminate all its obligations under this Section 401 of the Base Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this is hereby replaced as follows: This Supplemental Indenture shall upon Company Request cease to be of further effecteffect (except as to any surviving rights of registration of transfer or exchange of the Notes expressly provided for, effective rights under Section 306 of the Base Indenture, and the right to receive payment pursuant to Section 402(a) of the Base Indenture), and the Trustee on Company Request, and at the date expense of the following conditions are satisfied:Company, shall execute proper instruments acknowledging satisfaction and discharge of this Supplemental Indenture, when (1) either: (A) all outstanding Securities of such Series Notes theretofore authenticated and delivered (other than any Securities (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.7306 of the Base Indenture and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003 of the Base Indenture) have been delivered to the Trustee for cancellation or cancellation; or (B) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or payable, or (ii) will become due and payable at their maturity Stated Maturity within one year or year, or (iii) are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii), or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in cash and/or (in the case of conversion) shares of Common Stock sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity, at any Fundamental Change Purchase Date or otherwise or has satisfied the Company’s conversion obligations upon conversion (and determination of related Settlement Amounts), as the case may be; provided, however, in the event a petition for relief under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the Company under this Supplemental Indenture with respect to such Notes shall not be deemed terminated or discharged; (2) the Corporation Company has paid or caused to be paid all other sums payable under this Indenture with respect to hereunder by the Securities of such Series (including amounts payable to the Trustee)Company; and (3) the Company has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect Counsel, each stating that all conditions precedent herein provided or relating to the satisfaction and discharge of this Supplemental Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation Issuer may terminate all its the obligations of it and the Guarantors under this Indenture with respect to any or all Series series of Securities, and, with respect to such Series series of Securities, this Indenture Indenture, except for Sections 7.7, 8.5 and 8.7 hereof, shall cease to be of further effect, effective on the date the following conditions are satisfiedwhen: (1i) either: (A1) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen series theretofore authenticated and replaced or paid as provided in Section 2.7) delivered have been delivered to the Trustee for cancellation cancellation, or (B2) all Securities of such Series series not theretofore delivered to the Trustee for cancellation (A) have become due and payable or (B) will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (Ia “Discharge”) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)redemption by the Trustee in the name, as and at the case may beexpense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Securities of such series, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or Redemption Date; (2ii) the Corporation Issuer has paid or caused to be paid all other sums then due and payable under this Indenture with respect to such series of Securities by the Issuer; (iii) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Securities of such Series (including amounts payable to series at Stated Maturity or on the Trustee)Redemption Date, as the case may be; and (3iv) the Issuer has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture in respect of the Securities of such Series Discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation Company and the Guarantors may terminate all its the obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on and the date the following conditions are satisfiedNotes when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their maturity by reason of the mailing of a notice of redemption or otherwise within one year and the Company has irrevocably deposited or are caused to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, (II) non-callable U.S. Government Obligations Securities, or (III) a combination thereof, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness Indebtedness on the Securities of such SeriesNotes not delivered to the Trustee for cancellation for principal, including the principal thereof and, premiumpremium and Additional Interest, if any, and interest, if any, thereon, (x) accrued interest to the date of such deposit, if the Securities of such Series have become due and payable, maturity or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2) no Event of Default shall have occurred and be continuing on the Corporation has paid all date of the deposit or will occur as a result of the deposit (other sums payable under this Indenture with respect than a Default resulting from borrowing of funds to be applied to such deposit and the Securities grant of any Lien securing such Series (including amounts payable borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Trustee); andCompany is a party or by which the Company is bound; (3) the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money Company shall have been deposited with the Trustee pursuant paid or caused to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series be paid all sums payable by it under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.;

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture and the Subsidiary Guarantees shall be discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except as to (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 9.08(a)(2), effective on and as more fully set forth in such Section, payments in respect of the date principal of, and interest and premium, if any, on, such Notes when such payments are due, (y) the following conditions are satisfiedCompany’s obligations with respect to such Notes under Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.10 and 5.02 and (z) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1a) either: : (Ai) all outstanding Securities of such Series the Notes theretofore authenticated and delivered (other than any Securities destroyedexcept lost, lost stolen, mutilated or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money or U.S. Government Obligations have theretofore been deposited in Section 2.7trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (Bii) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity Stated Maturity within one year year, or are to be called for redemption within one yearyear under arrangements satisfactory to the Trustee for the serving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Corporation Company has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness Indebtedness on the Securities of such SeriesNotes not theretofore delivered to the Trustee for cancellation, including the for principal thereof andof, premium, if any, and interest, if any, thereon, (x) interest on the Notes to the date of such deposit, if deposit (in the Securities case of such Series Notes which have become due and payable, ) or (y) to the maturity date of the Securities of such Series (Stated Maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be, together with instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2b) the Corporation Company has paid or caused to be paid all other sums payable by it under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee)Indenture; and (3c) the Company has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect which, taken together, state that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall and the Security Documents will be discharged and will cease to be of further effecteffect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes have been canceled and the rights, effective on protections and immunities of the date Trustee and the following conditions are satisfiedCollateral Agent) as to all outstanding Notes and security granted for the Notes and the Guarantees when either: (1) either: (Aa) all outstanding Securities of such Series the Notes that have been authenticated and delivered (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust), have been delivered to the Trustee for cancellation or cancellation; or (Bi) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) Notes not delivered to the date of such deposit, if the Securities of such Series Trustee for cancellation otherwise (A) have become due and payable, (B) will become due and payable within one year or (yC) have been called for redemption pursuant to Section 3.07 and, in any case, the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the maturity date of entire Indebtedness (including all principal and accrued and unpaid interest and premium, if any) on the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory Notes not theretofore delivered to the Trustee for cancellation (provided that if such redemption is made as provided under Section 3.07, (x) the giving amount of notice cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, that must be irrevocably deposited will be determined using an assumed redemption price calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the redemption price as determined by such date) (any such amount, the “Call Premium Deficit”) (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such Call Premium Deficit is in fact paid); provided that the Trustee shall have no liability whatsoever in the event that such Call Premium Deficit is not in fact paid after any satisfaction and discharge of this Indenture and that any Call Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Call Premium Deficit that confirms that such Call Premium Deficit will be applied toward such redemption; (ii) the Issuer has paid or caused to be paid all other sums payable by it under this Indenture; and (iii) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption), as the case may be; (2) . In addition, the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. Upon the satisfaction and discharge of this Indenture Indenture, all Liens on the Collateral securing the Notes and all Guarantees then in respect of effect will be automatically released (without the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to need for any Series of Securitiesaction by any party), the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, Collateral Agent shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, execute acknowledgements thereof upon the reasonable request of the CorporationIssuer. After the Notes are no longer outstanding, execute proper instruments acknowledging satisfaction the Issuer’s and the Guarantors’ obligations in Section 9.06, Section 11.05 and Section 11.07 shall survive any discharge pursuant to this Section 11.08. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationexcept for those surviving obligations specified above.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will be discharged and will cease to be of further effecteffect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes have been canceled and the rights, effective on protections and immunities of the date the following conditions are satisfiedTrustee) as to all outstanding Notes and Subsidiary Guarantees when either: (1) either: all the Notes that have been authenticated and delivered (A) all outstanding Securities of such Series (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (B2) (a) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) Notes not delivered to the date of such deposit, if the Securities of such Series Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (yiii) to the maturity date of the Securities of such Series (or the have been called for redemption date thereof if the Corporation has made within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) redemption by the Trustee has received an Officers’ Certificate in the name and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the CorporationCompany and, shallin any case, upon the request Company or any Subsidiary Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust solely for the benefit of the CorporationHolders, execute proper instruments acknowledging satisfaction cash in U.S. dollars in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge of this Indenture with respect to Securities of the applicable Series. Upon entire Debt (including all principal and accrued interest, if any) on the satisfaction of the conditions set forth in this Section 8.8 with respect Notes not theretofore delivered to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.Trustee for cancellation;

Discharge. The Corporation may terminate all its obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on the date the following conditions are satisfied: If (1i) either: either (Aa) all outstanding Securities of such Series Notes theretofore authenticated and delivered (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has theretofore been deposited in Section 2.7trust with the Trustee and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation cancellation; or (Bb) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation have become due and payable by their terms and the Company or will become due and payable at their maturity within one year the Guarantor has irrevocably deposited or are caused to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, Trustee funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount of money in U.S. dollars sufficient to pay and discharge the entire indebtedness on the Securities of such SeriesNotes not theretofore delivered to the Trustee for cancellation, including for the principal thereof andamount, premium, if any, accrued and unpaid interest, and Additional Amounts, Extraordinary Cash Payments or Excess Cash Flow Payments, if any, thereon, (x) to the date of such deposit, if deposit together with irrevocable instructions from the Securities of Company or the Guarantor directing the Trustee to apply such Series have become due and payable, or (y) funds to the maturity date of payment thereof; (ii) the Securities of such Series (Company or the redemption date thereof if Guarantor has paid all other sums payable by it under the Corporation Notes or the Guarantee and this Indenture; and (iii) the Company or the Guarantor has made delivered irrevocable arrangements satisfactory instructions to the Trustee to apply the deposited money toward the payment of the Notes (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been theretofore deposited in trust with the giving of notice of redemption)Trustee and thereafter repaid to the Company or the Guarantor or discharged from such trust) at maturity, as the case may be; (2) the Corporation has paid all other sums payable under , then this Indenture with respect will cease to be of further force or effect and, at the Securities written request of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Company, accompanied by an Officers’ Officer's Certificate and an Opinion of Counsel to the effect Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture in respect have been complied with, and upon payment of the Securities costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of such Series have been satisfied. Notwithstanding this Indenture, the satisfaction Trustee will satisfy and discharge of this Indenture with respect to any Series of Securities, ("Discharge"); provided that the Company's obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities payment of such Series under Sections 8.5principal, 8.6 premium, if any, interest, and 8.7Additional Amounts, Extraordinary Cash Payments or Excess Cash Flow Payments, if any, will not terminate until the same shall survive such satisfaction and discharge. The Trustee, at apply the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect moneys so deposited to the Securities payment to the Holders of a Series, the terms all sums due and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationto become due thereon.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will cease to be of further effecteffect (except as to surviving rights of registration of transfer or exchange of the Securities as expressly provided for in this Indenture and the compensation and indemnification provisions relating to the Trustee) and the Trustee, effective on at the date expense of the following conditions are satisfied: Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture when (1a) either: either (Ai) all outstanding the Securities of such Series theretofore authenticated and delivered (other than any Securities destroyed, lost or stolen and Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust with the Trustee or any paying agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided for in Section 2.7this Indenture) have been delivered to the Trustee for cancellation or (Bii) all Securities of such Series not theretofore delivered to the Trustee for cancellation (x) have become due and payable or payable, (y) will become due and payable at their maturity Stated Maturity within one year or (z) are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable year under arrangements satisfactory to the Trustee for the giving of notice of redemption)redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount sufficient to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or redemption date, as the case may be; , (2b) the Corporation Company has paid or caused to be paid all other sums payable under this Indenture with respect by the Company, and (c) the Company has delivered to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received an Officers’ ' Certificate and an Opinion of Counsel to the effect Counsel, each stating that all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation may terminate all its obligations under this Indenture with respect to any If the Issuer shall pay or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease cause to be of further effect, effective on paid from the date Pledged Revenues the following conditions are satisfied: (1) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided in Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof andprincipal, premium, if any, and interestinterest due or to become due on the Bonds at the times and in the manner stipulated therein, and if the Issuer shall not then be in default in any of the covenants and promises in the Bonds and in this Bond Agreement expressed as to be kept, performed and observed by it or on its part, and shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof, then these presents and the estate and rights hereby granted shall cease, terminate and be void, whereupon the Trustee shall cancel and discharge the lien of this Bond Agreement and execute and deliver to the Issuer such instruments in writing as shall be requisite to cancel and discharge the lien hereof, and reconvey, release, assign and deliver unto the Issuer any and all the estate, right, title and interest in and to any and all property conveyed, assigned or pledged to the Trustee or otherwise subject to the lien of this Bond Agreement, except moneys or securities held by the Trustee in separate segregated trust accounts pursuant to this Bond Agreement for the payment of the principal of, premium, if any, thereonand interest on unpresented Bonds. Any Bonds shall be deemed to be paid when payment of the principal of and premium, (x) if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by reason of such depositmaturity or upon redemption as provided herein, if or otherwise) either (a) shall have been made or caused to be made in accordance with the Securities of such Series have become due and payableterms hereof, or (yb) shall have been provided for by irrevocably depositing with the Trustee, in trust and irrevocably setting aside exclusively for such payment, (i) cash, without regard to any investment or reinvestment thereof, sufficient to make such payment or (ii) Defeasance Obligations which are not callable prior to maturity by the issuer thereof or anyone acting on its behalf maturing as to principal and interest in such amounts and at such times, without regard to any investment or reinvestment thereof, as will provide sufficient moneys, together with any uninvested cash, to make such payment, and all necessary and proper fees and expenses of the Trustee pertaining to the maturity date Bond with respect to which such deposit is made. At such time as a Bond shall be deemed to be paid hereunder as aforesaid, it shall no longer be deemed to be outstanding hereunder and shall no longer be secured by or entitled to the benefits hereof, except for the purposes of any such payment from such moneys or Defeasance Obligations. Notwithstanding the foregoing, no deposit under clause (b) of the Securities immediately preceding paragraph shall be deemed a payment of such Series Bonds as aforesaid until: (or a) The deposit shall have been made under the redemption date thereof if the Corporation has made irrevocable arrangements terms of an escrow trust agreement in form and substance satisfactory to the Trustee consistent herewith and a verification report with respect to the sufficiency of such deposit prepared by an independent certified public accountant shall have been delivered to the Trustee; (b) In the case of an escrow trust deposit with respect to Bonds subject to redemption prior to maturity at the option of the Borrower, the Borrowers shall have delivered an irrevocable Borrower’s Certificate designating when such Bonds are to be paid or redeemed under terms of such escrow trust agreement; (c) In case of Bonds which are to be redeemed prior to maturity from such escrow trust deposit, a redemption notice meeting the requirements of Section 2.08 and stating that such Bonds are being redeemed from a deposit made pursuant to this Section 2.23 shall either (i) have been given, or (ii) shall have been provided for by delivery to the Trustee of irrevocable instructions for the giving of notice of redemption), as the case may besuch notice; (2d) the Corporation has paid all other sums payable under this Indenture The Trustee shall have been furnished with respect to the Securities an opinion of such Series (including amounts payable to the Trustee); and (3) the Trustee has received an Officers’ Certificate and an Opinion of Bond Counsel to the effect that all conditions precedent the payment of the Bonds in accordance with said escrow trust agreement will not adversely affect the excludability from gross income of the Bondowners for federal income tax purposes and will not cause the Bonds to be classified as “arbitrage bonds” under Section 148 of the Code; and (e) The Trustee shall have covenanted to give notice of such deposit to the satisfaction Bondowner of each Bond outstanding at the address shown on the Bond Register. All moneys or Defeasance Obligations set aside and discharge held in trust pursuant to the provisions of this Indenture in respect Article for the payment of Bonds (including interest and premium thereon, if any) shall be applied to and used solely for the payment of the Securities of such Series have been satisfied. Notwithstanding the satisfaction particular Bonds (including interest and discharge of this Indenture premium thereon, if any) with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall which such moneys and Defeasance Obligations have been so set aside in trust. If moneys or Defeasance Obligations have been deposited or set aside with the Trustee pursuant to subclause (B) this Article for the payment of clause (1) Bonds and the interest and premium, if any, thereon and such Bonds and the interest and premium, if any, thereon shall not have in fact been actually paid in full, no amendment to the provisions of this Section 8.8, 2.23 shall be made without the obligations consent of the Corporation and the Trustee with respect to the Securities Bondowner of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense each of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable SeriesBonds affected thereby. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.ARTICLE III

Discharge. The Corporation may terminate all its obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will be discharged and will cease to be of further effecteffect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in the Indenture) and the Trustee, effective on at the date expense and written direction of the following conditions are satisfiedCompany, will execute proper instruments acknowledging satisfaction and discharge of the Indenture as to all Outstanding Notes of such series under the Indenture when: (1a) either: : (Ai) all outstanding Securities such Notes of such Series series theretofore authenticated and delivered (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid or Notes whose payment has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided for in Section 2.7the Indenture) have been delivered to the Trustee for cancellation or cancellation, or (Bii) all Securities such Notes of such Series series not theretofore delivered to the Trustee for cancellation (a) have become due and payable or payable, (b) will become due and payable at their maturity Stated Maturity within one year or (c) are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust cash in United States dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient to pay and discharge the entire Indebtedness on such Notes of such series not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, and accrued interest at such Maturity, Stated Maturity or Redemption Date; (c) no Default or Event of Default shall have occurred and be continuing with respect to the Notes of such series on the date of such deposit or shall occur as a result of such deposit, and such deposit will not result in a breach or violation of, or constitute a default under, any other material agreement to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (d) the Company or any Guarantor has paid or caused to be paid all sums payable under the Indenture by the Company or any Guarantor; (e) the Company has delivered irrevocable instructions to the Trustee to apply such funds to the payment of the Notes of such series at Maturity or redemption), as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3f) the Company has delivered to the Trustee has received an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series the Notes of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall such series have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall and the Security Documents will be discharged and will cease to be of further effecteffect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes have been canceled and the rights, effective on protections and immunities of the date the following conditions are satisfiedTrustee) as to all outstanding Notes and Subsidiary Guarantees when either: (1) either: all the Notes that have been authenticated and delivered (A) all outstanding Securities of such Series (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust), have been delivered to the Trustee for cancellation or cancellation; or (B2) (i) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) Notes not delivered to the date of such deposit, if the Securities of such Series Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (yiii) have been called for redemption pursuant to Article III and, in any case, the Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust solely for the benefit of the Holders, cash in Dollars or U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Company and delivered to the Trustee) to pay and discharge the maturity date of entire Debt (including all principal and accrued interest, if any) on the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory Notes not theretofore delivered to the Trustee for cancellation; (a) the giving Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (b) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of notice the Notes at maturity or on the date of redemption), as the case may be; (2) . In addition, the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Company must deliver an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfiedcomplied with. Notwithstanding After the satisfaction and discharge of this Indenture with respect to any Series of SecuritiesNotes are no longer outstanding, the Company’s and the Subsidiary Guarantors’ obligations of the Corporation to the Trustee under in Section 7.7 and7.6, if money Section 8.5 and Section 8.7 shall have been deposited with the Trustee survive any discharge pursuant to subclause (B) of clause (1) of this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officers’ Certificate and Opinion of Counsel, the obligations Trustee, upon written request, shall acknowledge in writing the discharge of the Corporation Company’s obligations under the Notes and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationexcept for those surviving obligations specified above.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective and as more fully set forth in such clause (1)(b), payments in respect of the principal of and interest and premium, if any, on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), and the Security Documents, insofar as they relate to the rights of Holders of the Notes, will cease to be of further effect with respect to the Notes, when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interest, accrued interest to the date of fixed maturity or redemption (provided that if any, thereonsuch redemption is made as provided in Section 3.07(c), (x) to the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit, if the Securities of such Series have become due deposit and payable, or (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) the Issuers or any Guarantor have paid or caused to be paid all sums payable by it under this Indenture; (3) the Issuers have delivered irrevocable instructions to the maturity date Trustee to apply the deposited money toward the payment of the Securities of such Series (Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (34) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective and as more fully set forth in such clause (1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the date Issuers' obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers' obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the sending of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interestaccrued interest and Additional Interest, if any, thereon, (x) to the date of such deposit, if fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such Series deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Issuers have delivered an Officers’ ' Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will be discharged and will cease to be of further effecteffect (except as to surviving rights or registration of transfer or exchange of Notes which shall survive until all Notes have been canceled and the rights, effective on protections and immunities of the date the following conditions are satisfiedTrustee, as expressly provided for in this Indenture) as to all outstanding Notes and Subsidiary Guarantees when either: (1) either: all the Notes that have been authenticated and delivered (A) all outstanding Securities of such Series (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from this trust), have been delivered to the Trustee for cancellation or cancellation; or (Ba) all Securities of such Series Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollarsby reason of mailing of a notice of redemption, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are calledii) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or may be called for redemption, within one year or (yiii) have been called for redemption pursuant to Article III and, in any case, the Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars in such amounts as will be sufficient without consideration of any reinvestment of interest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuers and delivered to the Trustee) to pay and discharge the maturity date of entire Debt (including all principal and accrued interest, if any) on the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory Notes not theretofore delivered to the Trustee for cancellation; (b) the giving Issuers have paid or caused to be paid all other sums payable by it under this Indenture; and (c) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of notice the Notes at maturity or on the date of redemption), as the case may be; (2) . In addition, the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Issuers must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfiedcomplied with. Notwithstanding After the satisfaction and discharge of this Indenture with respect to any Series of SecuritiesNotes are no longer outstanding, the Issuers’ and the Subsidiary Guarantors’ obligations of the Corporation to the Trustee under in Section 7.7 and7.6, if money Section 8.5 and Section 8.7 shall have been deposited with the Trustee survive any discharge pursuant to subclause (B) of clause (1) of this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the obligations Trustee, upon written request, shall acknowledge in writing the discharge of the Corporation Issuers’ obligations under the Notes and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationexcept for those surviving obligations specified above.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will cease to be of further effecteffect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and the compensation and indemnification provisions relating to the Trustee) and the Trustee, effective on at the date expense of the following conditions are satisfied:Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to all Floating Rate Notes or Fixed Rate Notes, as the case may be, when (1a) either: either (Ai) all outstanding Securities of such Series Notes theretofore authenticated and delivered (other than any Securities except destroyed, lost or stolen and Notes which have been replaced or paid or Notes whose payment money has been deposited in trust with the Trustee or any paying agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided for in Section 2.7this Indenture) have been delivered to the Trustee for cancellation or (Bii) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or payable, (y) will become due and payable at their maturity Stated Maturity within one year or (z) are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable year under arrangements satisfactory to the Trustee for the giving of notice of redemption)redemption by the Trustee in the name, and at the expense, of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount in United States dollars sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, Additional Interest, if any, and interest on the Notes to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or redemption date, as the case may be; (2c) the Corporation Company or any Guarantor has paid or caused to be paid all other sums payable under this Indenture with respect to by the Securities of such Series (including amounts payable to the Trustee)Company and any Guarantor; and (3d) the Company has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect Counsel, each stating that (i) all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the complied with and (ii) such satisfaction and discharge of will not result in a breach or violation of, or constitute a default under, this Indenture with respect or any other material agreement or instrument to which the Company, any Series of SecuritiesGuarantor or any Subsidiary is a party or by which the Company, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, any Guarantor or applicable to, the Corporationany Subsidiary is bound.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will be discharged and will cease to be of further effecteffect (except as to rights, effective on protections and immunities of the date the following conditions are satisfiedTrustee) as to all outstanding Notes when either: (1) either: all the Notes that have been authenticated and delivered (A) all outstanding Securities of such Series (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust), have been delivered to the Trustee for cancellation or cancellation; or (B2) (A) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) Notes not delivered to the date of such deposit, if the Securities of such Series Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (yiii) have been called for redemption pursuant to Section 3.7 and, in any case, the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest (which in the case of a deposit of U.S. Government Obligations will be in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuer and delivered to the Trustee) to pay and discharge the maturity date of entire Indebtedness (including all principal and accrued interest, if any) on the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory Notes not theretofore delivered to the Trustee for cancellation (provided that if such redemption is made as provided under Section 3.7(a), (x) the giving amount of notice cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined by such date) (any such amount, the “Applicable Premium Deficit”) (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such Applicable Premium Deficit is in fact paid); provided that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and discharge of this Indenture and that any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption); (A) the Issuer has paid or caused to be paid all other sums payable by it under this Indenture; and (B) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; (2) . In addition, the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfiedcomplied with. Notwithstanding After the satisfaction and discharge of this Indenture with respect to any Series of SecuritiesNotes are no longer outstanding, the Issuer’s and the Guarantors’ obligations of the Corporation to the Trustee under in Section 7.7 and7.6, if money Section 8.5 and Section 8.7 shall have been deposited with the Trustee survive any discharge pursuant to subclause (B) of clause (1) of this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the obligations Trustee, upon written request, shall acknowledge in writing the discharge of the Corporation Issuer’s obligations under the Notes and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationexcept for those surviving obligations specified above.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective and as more fully set forth in such clause (1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the sending of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through in amounts as will be sufficient without consideration of any reinvestment of interest, in the payment opinion of interest and principal a nationally recognized firm of independent public accountants (in respect thereof in accordance with their terms (andthe case of non-callable Government Securities), as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interestaccrued interest and Additional Interest, if any, thereonto the date of fixed maturity or redemption (provided that if such redemption is made as provided in Section 3.07(c), (x) to the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit, if the Securities of such Series have become due deposit and payable, or (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (3) the Issuers have delivered irrevocable instructions to the maturity date Trustee to apply the deposited money toward the payment of the Securities of such Series (Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (34) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will be discharged and will cease to be of further effecteffect (except as to surviving rights or registration of transfer or exchange of the Notes, effective on which shall survive until all Notes have been canceled, and the date rights, protections and immunities of the following conditions are satisfiedTrustee) as to all outstanding Notes and Subsidiary Guarantees when either: (1) either: all the Notes that have been authenticated and delivered (A) all outstanding Securities of such Series (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (Ba) all Securities of such Series Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable by reason of mailing a notice of redemption or otherwise, (ii) will become due and payable at their maturity payable, or may be called for redemption, within one year or (iii) are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer and, in any case, the Issuer or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation; (b) the Issuer or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by the Issuer under this Indenture; and (c) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption), as the case may be; (2) . In addition, the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series hereunder have been satisfiedcomplied with. Notwithstanding After the satisfaction and discharge of this Indenture with respect to any Series of SecuritiesNotes are no longer outstanding, the Issuer’s and the Subsidiary Guarantors’ obligations of the Corporation to the Trustee under Section 7.7 andin Sections 7.6, if money 8.5, 8.7 and 10.01(d) shall have been deposited with the Trustee survive any discharge pursuant to subclause (B) of clause (1) of this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the obligations Trustee, upon written request, shall acknowledge in writing the discharge of the Corporation Issuer’s obligations under the Notes and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationexcept for those surviving obligations specified above.

Discharge. The Corporation Company and the Guarantors may terminate all its the obligations under this Indenture with respect to any or all Series of SecuritiesIndenture, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on the date Notes and the following conditions are satisfiedNote Guarantees when: (1) either: (A) all outstanding Securities of such Series Notes theretofore authenticated and delivered (other than any Securities destroyedexcept lost, lost stolen or stolen and replaced or paid as provided in Section 2.7destroyed Notes that have been replaced) have been delivered to the Trustee for cancellation cancellation, or (B) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in year (Ia "Discharge") U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount suffi- cient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Company has paid or caused to be paid all other sums then due and payable under this Indenture by the Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (except for a Default occurring by reason of Incurrence of Debt the proceeds of which are used for the deposit); (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Company has delivered to the Trustee has received an Officers’ ' Certificate and an Opinion of Counsel reasonably acceptable to the effect Trustee, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture in respect of the Securities of such Series Discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, effective and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the date Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interestaccrued interest and Additional Interest, if any, thereon, (x) to the date of such deposit, if fixed maturity or redemption; (2) Event of Default has occurred and is continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such Series deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee Company has received delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, effective and as more fully set forth in such clause (b), payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof and (c) the following conditions are satisfiedrights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1i) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interest, accrued and unpaid interest to the date of fixed maturity or redemption; provided that if any, thereonsuch redemption is made as provided in Section 3.07(c), (x) to the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit, if deposit (as determined in good faith by the Securities of such Series have become due Company) and payable, or (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the maturity redemption date as necessary to pay the Make Whole Premium as determined by such date; (ii) no Default or Event of Default has occurred and is continuing on the date of the Securities deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such Series deposit and any similar deposit relating to other Indebtedness, and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Parent, the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound (other than the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (iii) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (iv) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3v) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation Issuer and the Guarantors may terminate all its the obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on and the date the following conditions are satisfiedSecurity Documents (a “Discharge”) when: (1) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen Notes theretofore authenticated and replaced or paid as provided in Section 2.7) delivered have been delivered to the Trustee for cancellation cancellation, or (B) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption); (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than this Indenture) to which the Issuer or any of the Guarantors is a party or by which the Issuer or any of the Guarantors is bound; (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Issuer has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the effect Trustee, each stating that all conditions precedent under this Indenture relating to the satisfaction Discharge and discharge of this Indenture in respect of the Securities of such Series any redemption, if applicable, have been satisfiedcomplied with. Notwithstanding In the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) case of clause (11)(B) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.2, 4.15 (as to legal existence of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5Issuer only), 8.6 and 8.7, 8.7 shall survive such satisfaction and discharge. The Trustee, at until the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect Notes are no longer outstanding pursuant to the Securities last paragraph of a Series, Section 2.8. After the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall Notes are no longer be binding uponoutstanding, or applicable to, the CorporationSection 8.6 shall survive any discharge pursuant to Section 8.8.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will be discharged and will cease to be of further effecteffect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes have been canceled and the rights, effective on protections and immunities of the date the following conditions are satisfiedTrustee) as to all outstanding Notes and Note Guarantees when either: (1) either: all the Notes that have been authenticated and delivered (A) all outstanding Securities of such Series (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust), have been delivered to the Trustee for cancellation or cancellation; or (Ba) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) Notes not delivered to the date of such deposit, if the Securities of such Series Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (yiii) have been called for redemption pursuant to Article III and, in any case, the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Company and delivered to the Trustee) to pay and discharge the maturity date of entire Debt (including all principal and accrued interest, if any) on the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory Notes not theretofore delivered to the Trustee for cancellation; (b) the giving Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by the Company under this Indenture; and (c) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of notice the Notes at maturity or on the date of redemption), as the case may be; (2) . In addition, the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Company must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfiedcomplied with. Notwithstanding After the satisfaction and discharge of this Indenture with respect to any Series of SecuritiesNotes are no longer outstanding, the Company’s and the Subsidiary Guarantors’ obligations of the Corporation to the Trustee under in Section 7.7 and7.6, if money Section 8.5 and Section 8.7 shall have been deposited with the Trustee survive any discharge pursuant to subclause (B) of clause (1) of this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the obligations Trustee, upon written request, shall acknowledge in writing the discharge of the Corporation Company’s obligations under the Notes and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationexcept for those surviving obligations specified above.

Discharge. The Corporation Company and the Guarantors may terminate all its the obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on the date the following conditions are satisfiedwhen: (1) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen Notes theretofore authenticated and replaced or paid as provided in Section 2.7) delivered have been delivered to the Trustee for cancellation cancellation, or (B) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in year (Ia “Discharge”) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Company has paid or caused to be paid all other sums then due and payable under this Indenture by the Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (except for a Default occurring by reason of the Incurrence of Debt the proceeds of which are used for the deposit); (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Company has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the effect Trustee, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture in respect of the Securities of such Series Discharge have been satisfiedcomplied with. Notwithstanding In the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) case of clause (11)(B) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5Company only), 7.7, 8.6 and 8.7, 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6 and 8.7 shall survive any discharge pursuant to Section 8.8. After such satisfaction and discharge. The Trusteedelivery or irrevocable deposit, at the expense Trustee upon request shall acknowledge in writing the discharge of the CorporationCompany’s and the Guarantors’ obligations under the Notes, shallthe Note Guarantees and this Indenture except for those surviving obligations specified above. In connection with a Discharge, upon in the request event the Company becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities Notes may be part of the applicable Series. Upon the satisfaction bankruptcy estate of the conditions set forth in this Section 8.8 with respect Company, disbursement of such monies may be subject to the Securities automatic stay of a Series, the terms Bankruptcy Code and conditions monies disbursed to Holders may be subject to disgorgement in favor of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the CorporationCompany’s estate.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will cease to be of further effecteffect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and the compensation and indemnification provisions relating to the Trustee) and the Trustee, effective on at the date expense of the following conditions are satisfied: Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture when (1a) either: either (Ai) all outstanding Securities of such Series the Notes theretofore authenticated and delivered (other than any Securities destroyed, lost or stolen and Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust with the Trustee or any paying agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided for in Section 2.7this Indenture) have been delivered to the Trustee for cancellation or (Bii) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or payable, (y) will become due and payable at their maturity Stated Maturity within one year or (z) are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable year under arrangements satisfactory to the Trustee for the giving of notice of redemption)redemption by the Trustee in the name, and at the expense, of the Company, (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount in United States dollars sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, Liquidated Damages, if any, and interest on the Notes to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or redemption date, as the case may be; , (2c) the Corporation Company or any Guarantor has paid or caused to be paid all other sums payable under this Indenture with respect by the Company and any Guarantor, and (d) the Company has delivered to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received an Officers’ ' Certificate and an Opinion of Counsel to the effect Counsel, each stating that all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation may terminate This Indenture will be discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all its obligations Notes have been canceled and the rights, protections and immunities of the Trustee) as to all outstanding Notes when either: (a) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust), have been delivered to the Trustee for cancellation; or (1) all Notes not delivered to the Trustee for cancellation otherwise (A) have become due and payable, or (B) will become due and payable within one year and, in any case, the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, U.S. dollars, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuer and delivered to the Trustee to pay and discharge the entire Debt (including all principal and accrued interest (entirely in Cash Interest)) on the Notes not theretofore delivered to the Trustee for cancellation; (2) the Issuer has paid or caused to be paid all other sums payable by it under this Indenture; and (3) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity. In addition, the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Issuer’s and the Guarantors’ obligations in Section 6.6 shall survive any discharge pursuant to this Section 7.8. If this Indenture is discharged pursuant to this Section 7.8, all Liens on the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties will be released and the Collateral Documents, solely with respect to any or all Series of Securitiesthe Notes, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on all without delivery of any instrument or performance of any act by any party. After such delivery or irrevocable deposit and receipt of the date the following conditions are satisfied: (1) either: (A) all outstanding Securities Officer’s Certificate and Opinion of such Series (other than any Securities destroyedCounsel, lost or stolen and replaced or paid as provided in Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, upon written request, shall acknowledge in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through writing the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date discharge of the Securities of such Series (or Issuer’s obligations under the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2) the Corporation has paid all other sums payable under Notes and this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the except for those surviving obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationspecified above.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective and as more fully set forth in such clause (1)(b), payments in respect of the principal of and interest and premium, if any, on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interest, if any, thereon, (x) accrued interest to the date of such deposit, if fixed maturity or redemption; (2) the Securities of such Series Issuers or any Guarantor have become due and payable, paid or caused to be paid all sums payable by it under this Indenture; (y3) the Issuers have delivered irrevocable instructions to the maturity date Trustee to apply the deposited money toward the payment of the Securities of such Series (Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (34) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effect, effective on effect as to all Notes issued hereunder (except for (a) the date rights of Holders of outstanding Notes to receive solely from the following conditions are satisfied: trust fund described in clause (1b) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided in this Section 2.7) have been delivered to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year8.08, and the Corporation has deposited with the Trusteeas more fully set forth in such clause (b), in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal payments in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if anyof, and interest, if any, thereonon, such Notes when such payments are due, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2b) the Corporation has paid all other sums payable under this Indenture Company’s obligations with respect to the Securities of such Series Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.09 and 4.02 hereof and Annex A-1 and Annex A-2 and (including amounts payable to the Trustee); and (3c) the Trustee has received an Officers’ Certificate rights, powers, trusts, duties and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect immunities of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation hereunder and the Trustee with respect to Company’s obligations in connection therewith), and the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the CorporationCompany, shall, upon the request of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the applicable Series. Upon mailing of a notice of redemption or otherwise, and the satisfaction Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal and accrued interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit or the grant of Liens securing such borrowing); (3) such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (4) the Company and the Guarantors have paid or caused to be paid all other sums payable by them under this Indenture; (5) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (6) the Company has delivered (a) an Officers’ Certificate to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied and (b) an Opinion of Counsel to the Trustee stating that all conditions precedent to Discharge set forth in this Section 8.8 with respect to the Securities of a Series, the terms clauses (3) and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation(5) above have been satisfied.

Discharge. The Corporation Issuer and the Guarantors may terminate all its the obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on the date the following conditions are satisfied(a “Discharge”) when: (1) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen Notes theretofore authenticated and replaced or paid as provided in Section 2.7) delivered have been delivered to the Trustee for cancellation cancellation, or (B) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption); (2) the Issuer or any Guarantor has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Issuer has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the effect Trustee, each stating that all conditions precedent under this Indenture relating to the satisfaction Discharge have been complied with. The Issuer may elect, at its option, to have its obligations discharged with respect to the outstanding Notes. Such legal defeasance means that the Issuer will be deemed to have paid and discharge discharged the entire indebtedness represented by the outstanding Notes, except for: (1) the rights of this Indenture Holders of such Notes to receive payments in respect of the Securities principal of and any premium and interest on such Series have been satisfied. Notwithstanding Notes when payments are due, (2) the satisfaction and discharge of this Indenture Issuer’s obligations with respect to any Series such Notes concerning issuing temporary Notes, registration of SecuritiesNotes, mutilated, destroyed, lost or stolen Notes and the obligations maintenance of an office or agency for payment and money for security payments held in trust, (3) the rights, powers, trusts, benefits and immunities of the Corporation to Trustee, (4) the Trustee under Section 7.7 Company’s right of optional redemption, and, if money shall have been deposited with (5) the Trustee pursuant to subclause (B) of clause (1) defeasance provisions of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall will be discharged and will cease to be of further effecteffect (except as to surviving rights or registration of transfer or exchange of Notes which shall survive until all Notes have been canceled and the rights, effective on protections and immunities of the date the following conditions are satisfiedTrustee, as expressly provided for in this Indenture) as to all outstanding Notes and Subsidiary Guarantees when either: (1) either: all the Notes that have been authenticated and delivered (A) all outstanding Securities of such Series (other than any Securities destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust), have been delivered to the Trustee for cancellation or cancellation; or (Ba) all Securities of such Series Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollarsby reason of mailing of a notice of redemption, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are calledii) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or may be called for redemption, within one year or (yiii) have been called for redemption pursuant to Article III and, in any case, the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars in such amounts as will be sufficient without consideration of any reinvestment of interest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuer and delivered to the Trustee) to pay and discharge the maturity date of entire Debt (including all principal and accrued interest, if any) on the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory Notes not theretofore delivered to the Trustee for cancellation; (b) the giving Issuer has paid or caused to be paid all other sums payable by it under this Indenture; and (c) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of notice the Notes at maturity or on the date of redemption), as the case may be; (2) . In addition, the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfiedcomplied with. Notwithstanding After the satisfaction and discharge of this Indenture with respect to any Series of SecuritiesNotes are no longer outstanding, the Issuer’s and the Subsidiary Guarantors’ obligations of the Corporation to the Trustee under in Section 7.7 and7.6, if money Section 8.5 and Section 8.7 shall have been deposited with the Trustee survive any discharge pursuant to subclause (B) of clause (1) of this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the obligations Trustee, upon written request, shall acknowledge in writing the discharge of the Corporation Issuer’s obligations under the Notes and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationexcept for those surviving obligations specified above.

Discharge. The Corporation Company and the Guarantors may terminate all its the obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on and the date the following conditions are satisfiedNotes when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their maturity by reason of the mailing of a notice of redemption or otherwise within one year and the Company has irrevocably deposited or are caused to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, Trustee as trust funds in (I) U.S. dollarstrust solely for the benefit of the Holders of the Notes, (II) U.S. cash in euros, non-callable Government Obligations Securities, or (III) a combination thereof, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness Indebtedness on the Securities of such SeriesNotes not delivered to the Trustee for cancellation for principal, including the principal thereof and, premium, if any, premium and interest, if any, thereon, (x) accrued interest to the date of such deposit, if maturity or redemption; (2) no Event of Default shall have occurred and be continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such Series deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by which the Company is bound; (3) the Company shall have paid or caused to be paid all sums payable by it under this Indenture; (4) the Company shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Company shall have delivered an Officers’ Certificate and an Opinion of Counsel (which may be subject to certain qualifications) to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding In the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) case of clause (11)(b) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5Company only), 7.7, 8.6 and 8.7, 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6 and 8.7 shall survive any discharge pursuant to Section 8.8. After such satisfaction and discharge. The Trusteedelivery or irrevocable deposit, at the expense Trustee upon request shall acknowledge in writing the discharge of the CorporationCompany’s obligations under the Notes and this Indenture except for those surviving obligations specified above. In connection with a discharge, shallin the event the Company becomes insolvent within the applicable preference period after the date of deposit, upon monies held for the request payment of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities Notes may be part of the applicable Series. Upon the satisfaction bankruptcy estate of the conditions set forth in this Section 8.8 with respect Company, disbursement of such monies may be subject to the Securities automatic stay of a Series, the terms Bankruptcy Law and conditions monies disbursed to Holders may be subject to disgorgement in favor of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the CorporationCompany’s estate.

Discharge. The Corporation Issuer and the Guarantors may terminate all its the obligations under this Indenture (except certain surviving rights of the Trustee and the Collateral Agent and the Company’s and Guarantors’ obligations with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on the date the following conditions are satisfiedthereto) (a “Discharge”) when: (1) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen Notes theretofore authenticated and replaced or paid as provided in Section 2.7) delivered have been delivered to the Trustee for cancellation cancellation, or (B) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, Applicable Premium or any other premium, if any, and interest to the Stated Maturity or date of redemption); (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Issuer has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the effect Trustee, each stating that all conditions precedent under this Indenture relating to the satisfaction Discharge have been complied with and discharge that such Discharge is authorized and permitted by the terms hereof and the Security Documents. The Issuer may elect, at its option, to have its obligations discharged with respect to the outstanding Notes. Such legal defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for: (1) the rights of this Indenture Holders of such Notes to receive payments in respect of the Securities principal of and any premium and interest on such Series have been satisfied. Notwithstanding Notes when payments are due, (2) the satisfaction and discharge of this Indenture Issuer’s obligations with respect to any Series such Notes concerning issuing temporary Notes, registration of SecuritiesNotes, mutilated, destroyed, lost or stolen Notes and the obligations maintenance of an office or agency for payment and money for security payments held in trust, (3) the rights, powers, trusts, duties and immunities of the Corporation to Trustee, (4) the Trustee under Section 7.7 Company’s right of optional redemption, and, if money shall have been deposited with (5) the Trustee pursuant to subclause (B) of clause (1) defeasance provisions of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective on and as more fully set forth in such clause (1)(b), payments in respect of the date principal of, and premium, if any, interest and Additional Interest, if any, on, such Notes when such payments are due, (b) the following conditions are satisfiedIssuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one yearotherwise, and the Corporation Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders, cash in U.S. dollars, (II) U.S. non-callable Government Obligations Securities, or (III) a combination thereofof cash in U.S. dollars and non-callable Government Securities, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Series, including Notes not delivered to the principal thereof andTrustee for cancellation for principal, premium, if any, and interestaccrued interest and Additional Interest, if any, thereon, (x) to the date of such depositfixed maturity or redemption; (2) in the case of clause (1)(b) above, if no Default or Event of Default has occurred and is continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such Series deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements or instruments governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. The If the Corporation may terminate all its obligations shall pay or cause to be paid, or there shall be otherwise paid, or provision shall be made for the payment of, the principal, premium, if any, and interest due or to become due on the Bonds of a Series at the times and in the manner stipulated therein, and if the Corporation shall not then be in default under any of the other covenants and promises in the Bonds of such Series and this Indenture with respect to any be kept, performed and observed by it or on its part, and if the Corporation shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof or of the Bonds of such Series (and the Trustee shall have paid all amounts, if any, payable to the related Series Credit Bank, if any, pursuant to Section 6.09 hereof and the related Series Letter of SecuritiesCredit, andif any, shall have been returned to the related Series Credit Bank, if any, for cancellation), then, except for the rights of the Trustee under Section 9.02 hereof, these presents and the interests in the Trust Estate and rights hereby granted with respect to such Series of SecuritiesBonds shall cease, determine and be void, and the Trustee shall take such actions as may be necessary to evidence the cancellation and discharge of the lien of this Indenture shall cease with respect to be such Series of further effectBonds. While a Series of Bonds is in the Adjustable Rate Mode or the Fixed Rate Mode, effective on the date the following conditions are satisfied: (1) either: (A) all outstanding Securities a Bond of such Series shall be deemed to be paid within the meaning of this Article VII and for all purposes of this Indenture when (other than any Securities destroyeda) payment of the principal of and the applicable redemption premium, lost if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or stolen and replaced or paid upon redemption as provided in Section 2.7) this Indenture, or otherwise), shall have been delivered provided to the Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and the Corporation has deposited by irrevocably depositing with the Trustee, in trust, funds in and the Trustee shall have irrevocably set aside exclusively for such payment, any combination of (Ii) U.S. dollarsif such Bond constitutes part of an Enhanced Series moneys drawn under the related Series Letter of Credit, or if such Bond constitutes part of an Unenhanced Series moneys paid by the Corporation, sufficient to make such payment; and/or (IIii) U.S. Government Obligations (purchased with moneys drawn under the related Series Letter of Credit if such Bond constitutes part of an Enhanced Series, or (IIImoneys paid by the Corporation if such Bond constitutes part of an Unenhanced Series) a combination thereof, which through the payment of interest not subject to redemption or prepayment and principal in respect thereof in accordance with their terms (and, maturing as to callable U.S. Government Obligationsprincipal and interest in such amounts and at such times as will, regardless in the opinion of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) independent certified public accountant delivered to the date Trustee, provide sufficient moneys, without reinvestment of any matured amounts, to make such deposit, if payment without reinvestment (and there shall be no such reinvestment); (b) the Securities Trustee shall have been given irrevocable written instructions to call all outstanding Bonds of such Series have become due for redemption on a date certain, if such Bonds are to be called for redemption prior to maturity; and payable(c) all necessary and proper fees, or (y) compensation and expenses of the Trustee and the Tender Agent pertaining to the maturity date of the Securities Bonds of such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption), as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (3) the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with paid or the Trustee pursuant payment thereof provided for to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 Trustee. If the Corporation shall comply with the provisions of the prior paragraph with respect to all the Securities Bonds of a particular Series, the terms and conditions Bonds of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, Series shall no longer be binding upon, entitled to the benefit of the Trust Estate or applicable to, the Corporationany rights hereunder.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture and the Subsidiary Guarantees shall be discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except as to (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.08(a)(2), effective on and as more fully set forth in such Section, payments in respect of the date principal of, and interest and premium, if any, on, such Notes when such payments are due, (y) the following conditions are satisfiedCompany’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 4.02 and the Appendix and (z) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1a) either: : (Ai) all outstanding Securities of such Series the Notes theretofore authenticated and delivered (other than any Securities destroyedexcept lost, lost stolen, mutilated or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money or U.S. Government Obligations have theretofore been deposited in Section 2.7trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (Bii) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity Stated Maturity within one year year, or are to be called for redemption within one yearyear under arrangements satisfactory to the Trustee for the serving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Corporation Company has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness Indebtedness on the Securities of such SeriesNotes not theretofore delivered to the Trustee for cancellation, including the for principal thereof andof, premium, if any, and interest, if any, thereon, (x) interest on the Notes to the date of such deposit, if deposit (in the Securities case of such Series Notes which have become due and payable, ) or (y) to the maturity date of the Securities of such Series (Stated Maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be, together with instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2b) the Corporation Company has paid or caused to be paid all other sums payable by it under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee)Indenture; and (3c) the Company has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect which, taken together, state that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall be satisfied and discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, effective and as more fully set forth in such clause (1)(b), payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the date Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the following conditions are satisfiedAppendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable payable, whether at maturity or otherwise, (ii) will become due and payable at their stated maturity within one year or (iii) if redeemable at the option of the Issuers, are to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities of such Series (or the redemption date thereof if the Corporation has made irrevocable year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (b), the Issuer shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee, as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient in the case of non-callable U.S. Government Securities or a combination of cash in U.S. Dollars and non-callable U.S. Government Securities, in the written opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal of, premium, if any, and accrued interest on the Notes to the date of maturity or redemption), as the case may be; (2) no Default or Event of Default has occurred and is continuing on the Corporation has paid all date of the deposit or will occur as a result of the deposit (other sums payable under than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture with respect Indenture) to which the Securities Company or any of such Series (including amounts payable to its Subsidiaries is a party or by which the Trustee); andCompany or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee has received to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series (“Discharge”) have been satisfied. Notwithstanding the Upon a satisfaction and discharge of this the Indenture in accordance with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.88.08, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee and any security for the obligations of Notes (other than the Corporation trust) will be released, and the Trustee with respect to the Securities and Collateral Agent, on demand of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request Issuers along with an Officer’s Certificate and Opinion of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this IndentureCounsel, shall no longer be binding upon, execute such instruments as reasonably requested by the Issuers acknowledging or applicable to, evidencing the Corporationsame.

Discharge. The Corporation may terminate all its obligations under this This Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture and the Subsidiary Guarantees shall be discharged and shall cease to be of further effecteffect as to all Notes issued hereunder (except as to (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.08(a)(2), effective on and as more fully set forth in such Section, payments in respect of the date principal of, and interest and premium, if any, on, such Notes when such payments are due, (y) the following conditions are satisfiedCompany’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and 4.02 and (z) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1a) either: : (Ai) all outstanding Securities of such Series the Notes theretofore authenticated and delivered (other than any Securities destroyedexcept lost, lost stolen, mutilated or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money or U.S. Government Obligations have theretofore been deposited in Section 2.7trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (Bii) all Securities of such Series Notes not theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable at their maturity Stated Maturity within one year year, or are to be called for redemption within one yearyear under arrangements satisfactory to the Trustee for the serving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Corporation Company has irrevocably deposited or caused to be deposited with the Trustee, in trust, Trustee funds in (I) U.S. dollars, (II) U.S. Government Obligations or (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness Indebtedness on the Securities of such SeriesNotes not theretofore delivered to the Trustee for cancellation, including the for principal thereof andof, premium, if any, and interest, if any, thereon, (x) interest on the Notes to the date of such deposit, if deposit (in the Securities case of such Series Notes which have become due and payable, ) or (y) to the maturity date of Stated Maturity or redemption date, as the Securities of case may be, together with instructions from the Company irrevocably directing the Trustee to apply such Series (or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory funds to the Trustee for the giving of notice of payment thereof at maturity or redemption), as the case may be; (2b) the Corporation Company has paid or caused to be paid all other sums payable by it under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee)Indenture; and (3c) the Company has delivered to the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect which, taken together, state that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporationcomplied with.

Discharge. The Corporation Issuers and the Guarantors, if any, may terminate all its the obligations under this Indenture with respect to any or all Series of Securitiesand the Notes and the Guarantees, andas applicable, with respect to such Series of Securities, this Indenture shall cease to be of further effect, effective on the date the following conditions are satisfiedwhen: (1) either: : (Aa) all outstanding Securities of such Series (other than any Securities destroyedNotes that have been authenticated, lost except lost, stolen or stolen and destroyed Notes that have been replaced or paid as provided and Notes for whose payment money has been deposited in Section 2.7) trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation or cancellation; or (Bb) all Securities of such Series Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their maturity by reason of the mailing of a notice of redemption or otherwise within one year and the Company has irrevocably deposited or are caused to be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, Trustee as trust funds in (I) trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, (II) non-callable U.S. Government Obligations Securities, or (III) a combination thereof, which through the payment in amounts as will be sufficient without consideration of interest and principal in respect thereof in accordance with their terms (andany reinvestment of interest, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay and discharge the entire indebtedness Indebtedness on the Securities of such SeriesNotes not delivered to the Trustee for cancellation for principal, including the principal thereof and, premiumpremium and Additional Interest, if any, and interest, if any, thereon, (x) accrued interest to the date of such deposit, if maturity or redemption; (2) no Default or Event of Default shall have occurred and be continuing on the Securities of such Series have become due and payable, or (y) to the maturity date of the Securities deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such Series deposit and any similar and simultaneous deposit relating to other Indebtedness, and in each case the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by which the Company is bound; (3) the Company shall have paid or caused to be paid all sums payable by the Issuers under this Indenture; (4) the Company shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at maturity or the redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption)date, as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (35) the Trustee has received Company shall have delivered an Officers’ Certificate and an Opinion of Counsel in the United States to the effect Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture in respect of the Securities of such Series have been satisfied. Notwithstanding In the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) case of clause (11)(b) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5Issuers only), 7.7, 8.6 and 8.7, 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Issuers’ obligations in Sections 7.7, 8.6 and 8.7 shall survive any discharge pursuant to Section 8.8. After such satisfaction and discharge. The Trusteedelivery or irrevocable deposit, at the expense Trustee upon request shall acknowledge in writing the discharge of the CorporationIssuers’ obligations under the Notes and this Indenture except for those surviving obligations specified above. In connection with a discharge, shallin the event the Company becomes insolvent within the applicable preference period after the date of deposit, upon monies held for the request payment of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities Notes may be part of the applicable Series. Upon the satisfaction bankruptcy estate of the conditions set forth in this Section 8.8 with respect Company, disbursement of such monies may be subject to the Securities automatic stay of a Series, the terms Bankruptcy Law and conditions monies disbursed to Holders may be subject to disgorgement in favor of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the CorporationCompany’s estate.