Common use of Satisfaction and Discharge of Indenture Unclaimed Moneys Clause in Contracts

Satisfaction and Discharge of Indenture Unclaimed Moneys. SECTION 11.01. If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of a series theretofore authenticated (other than any Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.07) and Securities for whose payment money or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations sufficient; or (c) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company, then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.05, 2.07, 4.02 and 7.10, which shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05 which shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.

Satisfaction and Discharge of Indenture Unclaimed Moneys. SECTION 11.01. (A) If at any time: time (a) the Company shall have paid or caused to be paid the principal of, and interest on, all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of a any series theretofore authenticated (other than any Securities of such series which shall have 94 77 been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.07) and Securities for whose payment money or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05c); ) (bi) all such the Securities of a particular any series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall deposit have irrevocably deposited or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or Governmental Obligations sufficient; any paying agent to the Company in accordance with Section 11.04) or (c) Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient, without reinvestment, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (A) the principal and interest on all Securities of such series on each date that series not theretofore delivered to such principal or interest is due and payable and (B) any mandatory sinking fund payments on the Trustee for cancellationdates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, including principal (and premiumin any such case, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company, then this Indenture shall thereupon cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Company's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Securityholders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the holders of Securities of such series as beneficiaries hereof with respect to such series except for the provisions property so deposited with the Trustee payable to all or any of Sections 2.05, 2.07, 4.02 and 7.10, which shall survive until the date of maturity or redemption date, as the case may bethem, and Sections 7.06 and 11.05 which shall survive to such date and thereafter, (vi) the obligations of the Company under Section 4.02) and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided that the rights of Holders of the Securities to receive amounts in respect of principal of, and interest on, the Securities held by them shall not be delayed longer than 95 78 required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture with respect to or the Securities of such series.

Satisfaction and Discharge of Indenture Unclaimed Moneys. SECTION 11.01. 11.01 If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities Debentures of a series theretofore authenticated (other than any Securities Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.07) and Securities Debentures for whose payment money or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.0511.06); or (b) all such Securities Debentures of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations sufficient; or (c) a combination thereof, sufficient, without reinvestment, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities Debentures of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such that series by the Company, then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.05, 2.07, 4.02 and 7.10, which shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05 11.06 which shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.

Satisfaction and Discharge of Indenture Unclaimed Moneys. SECTION 11.0112.01. If at any time: time (a) the Company shall have paid or caused to be paid the principal of and interest on all the Debt Securities of any series Outstanding, and any coupons appurtenant thereto, as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all the Debt Securities of a any series theretofore authenticated and all unmatured coupons appurtenant thereto (other than any Debt Securities of that series (and appurtenant coupons) which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.07), or (c) and Securities for whose payment money or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); (bi) all such the Debt Securities of a particular any series and coupons appurtenant to such Debt Securities not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall deposit have irrevocably deposited or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or Governmental Obligations sufficient; or (c) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered any paying agent to the TrusteeCompany in accordance with Section 12.04 or moneys paid to any state pursuant to its unclaimed property or similar laws) or direct obligations of the United States or any agency thereof backed by the full faith and credit of the United States, maturing as to principal and interest in such amounts and at such times as will assure the availability of cash sufficient to pay at maturity or upon redemption all Debt Securities of that series and all coupons appurtenant to such Debt Securities not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in any such case the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company, then this Indenture shall thereupon cease to be of further effect with respect to Debt Securities of such series and coupons appurtenant to such Debt Securities (except for the provisions as to (i) rights of Sections 2.05, 2.07, 4.02 registration of transfer and 7.10, which shall survive until the date of maturity or redemption date, as the case may beexchange, and Sections 7.06 the Company's right of optional redemption (if any), (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Debt Securities or coupons, (iii) rights of Holders to receive payments of principal thereof and 11.05 which shall survive interest thereon upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Holders of such date and thereafter, series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them) and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the satisfaction and discharge of this Indenture, the Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture with respect to such seriesor the Debt Securities.

Satisfaction and Discharge of Indenture Unclaimed Moneys. SECTION 11.01. If at any time: (a) the Company Corporation shall have delivered to the Trustee for cancellation all Securities of a series theretofore authenticated (other than any Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.07) and Securities for whose payment money or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company Corporation (and thereupon repaid to the Company Corporation or discharged 2.07discharged from such trust, as provided in Section 11.05); or (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company Corporation shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations sufficient; or (c) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company Corporation shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the CompanyCorporation, then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.05, 2.07, 4.02 and 7.10, which shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05 which shall survive to such date and thereafter, and the Trustee, on demand of the Company Corporation and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.

Satisfaction and Discharge of Indenture Unclaimed Moneys. SECTION 11.01. (A) If at any time: time (a) the Company shall have paid or caused to be paid the principal of, and interest on, all the Debentures of any series outstanding hereunder (other than Debentures of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities Debentures of a any series theretofore authenticated (other than any Securities Debentures of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.07) and Securities for whose payment money or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05c); ) (bi) all such Securities the Debentures of a particular any series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall deposit have irrevocably deposited or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or Governmental Obligations sufficient; any paying agent to the Company in accordance with Section 11.04) or (c) Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient, without reinvestment, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of that series not theretofore delivered to (A) the Trustee for cancellation, including principal (and premium, if any) and interest on all Debentures of such series on each date that such principal or interest is due or to become and payable and (B) any mandatory sinking fund payments on the dates on which such payments are due to and payable in accordance with the terms of the Indenture and the Debentures of such date of maturity or date fixed for redemptionseries; and if, as the case may bein any such case, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company, then this Indenture shall thereupon cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Debentures of such 90 76 series and the Company's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Debentures, (iii) rights of holders of Debentures to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Debentureholders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the holders of Debentures of such series as beneficiaries hereof with respect to such series except for the provisions property so deposited with the Trustee payable to all or any of Sections 2.05, 2.07, 4.02 and 7.10, which shall survive until the date of maturity or redemption date, as the case may bethem, and Sections 7.06 and 11.05 which shall survive to such date and thereafter, (vi) the obligations of the Company under Section 4.02) and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided that the rights of Holders of the Debentures to receive amounts in respect of principal of, and interest on, the Debentures held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Debentures are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture with respect to or the Debentures of such series.

Satisfaction and Discharge of Indenture Unclaimed Moneys. SECTION 11.01Section 12.01. If at any time: time the Company shall give written notice to the Trustee that it desires this Indenture to be satisfied and discharged with respect to any (or all) Series of Debt Securities and (a) the Company shall have delivered to the Trustee for cancellation all Debt Securities of a series such Series theretofore authenticated (other than any Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.09) and Securities for whose payment money not theretofore cancelled; or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); (b) all such Debt Securities of a particular series such Series not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, redemption and the Company shall deposit or cause to be deposited with the Trustee or one or more Paying Agents as trust funds the entire amount in moneys or Governmental Obligations sufficient; or (c) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay at maturity or upon redemption all such Debt Securities of that series not theretofore cancelled or delivered to the Trustee for cancellation, including principal principal, premium (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company, then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.05, 2.07, 4.02 and 7.10, which shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05 which shall survive to such date and thereafterSeries, and the Trustee, on demand of the Company and at the cost and expense of the CompanyCompany and subject to Section 14.04, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such seriesSeries. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debt Securities.

Satisfaction and Discharge of Indenture Unclaimed Moneys. SECTION 11.01Section 13.01. If The Company may terminate its obligation under the Subordinated Debt Securities of a Series and this Indenture with respect to such Subordinated Debt Securities (including without limitation the provisions of Article Three), except those obligations referred to in the immediately succeeding paragraph, if at any time: time (a) the Company shall have delivered to the Trustee for cancellation all Subordinated Debt Securities of a series any Series theretofore authenticated and delivered (other than any Subordinated Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and Securities for whose payment money or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit have paid or cause caused to be paid all sums payable by it hereunder, or (b) if the Company has irrevocably deposited or caused to be deposited with the Trustee as under the terms of an irrevocable trust funds the entire amount agreement in moneys or Governmental Obligations sufficient; or (c) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the holders of the Subordinated Debt Securities of such Series for that purpose, money or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations") maturing as to principal and interest in such amounts and at such times as are sufficient, as verified in a Certificate of a Firm of Independent Public Accountants, without consideration of any reinvestment of such interest, to pay at principal of and interest or sinking funds on the outstanding Subordinated Debt Securities of such Series to maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, provided that the Trustee or any paying agent shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest and said sinking fund with respect to the Subordinated Debt Securities of such Series. The Company may make an irrevocable deposit pursuant to this Section 13.01 only if at such time it is not prohibited from doing so under the provisions of Article Three and the Company shall also pay have delivered to the Trustee and any such paying agent an Officers' Certificate and an Opinion of Counsel, each stating that all conditions herein precedent to the satisfaction and discharge of this Indenture have been complied with and the Opinion of Counsel further states that the making of such deposit (i) does not contravene or cause to be paid all violate any provision of any indenture, mortgage, loan agreement or other sums payable hereunder with respect similar agreement known to such series counsel to which the Company is a party or by which it or any of its property is bound, and (ii) does not require registration by the deposit referred to above under the Investment Company Act of 1940, as amended. Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.06, then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.052.08, 2.075.01, 4.02 5.02, 5.05, 6.01, 8.06, 8.10, 13.04 and 7.10, which 13.05 shall survive until the date Subordinated Debt Securities of maturity or redemption datesuch Series are no longer outstanding. Thereafter, as the case may beCompany's obligations in Section 8.06, 13.04 and Sections 7.06 and 11.05 which 13.05 shall survive to survive. After any such date and thereafterirrevocable deposit, and the Trustee, on demand of Trustee upon request shall (i) acknowledge in writing the Company and at the cost and expense discharge of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.'s obligations under the Subordinated Debt Securities of

Satisfaction and Discharge of Indenture Unclaimed Moneys. SECTION 11.01. 11.01 If at any time: time (a) the Company shall have delivered to the Trustee cancelled or for cancellation all Securities of a series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.11), or (b) and Securities for whose payment money or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire funds, money or U.S. Government Obligations in an amount in moneys or Governmental Obligations sufficient; or (c) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest and any other sums due or to become due to such the date of maturity or date fixed redemption of such series of securities, but excluding, however, the amount of any moneys for redemptionthe payment of principal of (and premium, as if any) or interest on the case may beSecurities of such series (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company, then this Indenture shall thereupon cease to be of further effect with respect (except as to (i) the provisions applicable to transfers and exchange of the Securities of such series except for or (ii) the provisions rights of Sections 2.05, 2.07, 4.02 Holders to receive payments of principal thereof and 7.10, which shall survive until the date of maturity or redemption date, as the case may beinterest thereon, and Sections 7.06 and 11.05 which shall survive remaining rights of the Holders to such date and thereafterreceive mandatory sinking fund payments, if any) and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture, provided that in the case of a discharge pursuant to clause (b), the Company has delivered to the Trustee an opinion of a nationally recognized independent tax counsel to the Company experienced in such matters to the effect that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and discharge pursuant to clause (b) and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and discharge had not occurred. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture with respect to or the Securities of such series.

Satisfaction and Discharge of Indenture Unclaimed Moneys. SECTION 11.01. (A) If at any time: time (a) the Company shall have paid or caused to be paid the principal of and interest on all the Debentures of any series Outstanding hereunder (other than Debentures of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities Debentures of a any series theretofore authenticated (other than any Securities Debentures of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.07) and Securities for whose payment money or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); c) (bi) all such Securities the Debentures of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall deposit have irrevocably deposited or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or Governmental Obligations sufficient; any paying agent to the Company in accordance with Section 11.04) or (c) Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient, without reinvestment, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of that series not theretofore delivered to (A) the Trustee for cancellation, including principal (and premium, if any) and interest on all Debentures of such series on each date that such principal or interest is due or to become and payable and (B) any mandatory sinking fund payments on the dates on which such payments are due to and payable in accordance with the terms of the Indenture and the Debentures of such date of maturity or date fixed for redemptionseries; and if, as the case may bein any such case, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company, then this Indenture shall thereupon cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Debentures of such series and the Company's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Debentures, (iii) rights of holders of Debentures to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Debentureholders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the holders of Debentures of such series as beneficiaries hereof with respect to such series except for the provisions property so deposited with the Trustee payable to all or any of Sections 2.05, 2.07, 4.02 and 7.10, which shall survive until the date of maturity or redemption date, as the case may bethem, and Sections 7.06 and 11.05 which shall survive to such date and thereafter, (vi) the obligations of the Company under Section 4.02) and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Debentures to receive amounts in respect of principal of and interest on the Debentures held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Debentures are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture with respect to or the Debentures of such series.

Satisfaction and Discharge of Indenture Unclaimed Moneys. SECTION 11.0113.01. If The Company may terminate its obligation under the Subordinated Debt Securities of a Series and this Indenture with respect to such Subordinated Debt Securities (including without limitation the provisions of Article Three), except those obligations referred to in the immediately succeeding paragraph, if at any time: time (a) the Company shall have delivered to the Trustee for cancellation all Subordinated Debt Securities of a series any Series theretofore authenticated and delivered (other than any Subordinated Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.08) and Securities for whose payment money or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit have paid or cause caused to be paid all sums payable by it hereunder, or (b) if the Company has irrevocably deposited or caused to be deposited with the Trustee as under the terms of an irrevocable trust funds the entire amount agreement in moneys or Governmental Obligations sufficient; or (c) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the holders of the Subordinated Debt Securities of such Series for that purpose, money or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged (“U.S. Government Obligations”) maturing as to principal and interest in such amounts and at such times as are sufficient, as verified in a Certificate of a Firm of Independent Public Accountants, without consideration of any reinvestment of such interest, to pay at principal of and interest or sinking funds on the outstanding Subordinated Debt Securities of such Series to maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, provided that the Trustee or any paying agent shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest and said sinking fund with respect to the Subordinated Debt Securities of such Series. The Company may make an irrevocable deposit pursuant to this Section 13.01 only if at such time it is not prohibited from doing so under the provisions of Article Three and the Company shall also pay have delivered to the Trustee and any such paying agent an Officers' Certificate and an Opinion of Counsel, each stating that all conditions herein precedent to the satisfaction and discharge of this Indenture have been complied with and the Opinion of Counsel further states that the making of such deposit (i) does not contravene or cause violate any provision of any indenture, mortgage, loan agreement or other similar agreement known to be paid all such counsel to which the Company is a party or by which it or any of its property is bound, and (ii) does not require registration by the deposit referred to above under the Investment Company Act of 1940, as amended. Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.06, 2.08, 5.01, 5.02, 5.05, 6.01, 8.06, 8.10, 13.04 and 13.05 shall survive until the Subordinated Debt Securities of such Series are no longer outstanding. Thereafter, the Company's obligations in Section 8.06, 13.04 and 13.05 shall survive. After any such irrevocable deposit, the Trustee upon request shall (i) acknowledge in writing the discharge of the Company's obligations under the Subordinated Debt Securities of such Series and this Indenture except for those surviving obligations specified above, (ii) execute, deliver and file termination statements, releases and other sums payable hereunder instruments of satisfaction, release and discharge with respect to such series by released security interest and (iii) assign, transfer and deliver to the Company, then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.05, 2.07, 4.02 and 7.10, which shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05 which shall survive to such date and thereafter, and Company all the Trustee, on demand 's rights and interest in and to that portion of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such seriestrust estate so released.

Satisfaction and Discharge of Indenture Unclaimed Moneys. SECTION 11.01. 11.01 If at any time: time (a) the Company shall have delivered to the Trustee cancelled or for cancellation all Securities of a series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.072.11), or (b) and Securities for whose payment money or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire funds, money or U.S. Government Obligations in an amount in moneys or Governmental Obligations sufficient; or (c) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest and any other sums due or to become due to such the date of maturity or date fixed redemption of such series of securities, but excluding, however, the amount of any moneys for redemptionthe payment of principal of (and premium, as if any) or interest on the case may beSecurities of such series (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company, then this Indenture shall thereupon cease to be of further effect with respect (except as to (i) the provisions applicable to transfers and exchange of the Securities of such series except for or (ii) the provisions rights of Sections 2.05, 2.07, 4.02 Holders to receive payments of principal thereof and 7.10, which shall survive until the date of maturity or redemption date, as the case may beinterest thereon, and Sections 7.06 and 11.05 which shall survive remaining rights of the Holders to such date and thereafterreceive mandatory sinking fund payments, if any) and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture, PROVIDED that in the case of a discharge pursuant to clause (b), the Company has delivered to the Trustee an opinion of a nationally recognized independent tax counsel to the Company experienced in such matters to the effect that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and discharge pursuant to clause (b) and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and discharge had not occurred. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture with respect to or the Securities of such series.

Satisfaction and Discharge of Indenture Unclaimed Moneys. SECTION 11.01. If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of a series theretofore authenticated (other than any Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.07) and Securities for whose payment money or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); ) or (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations sufficient; sufficient or (c) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company, then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.05, 2.07, 4.02 and 7.10, which shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05 which shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.