Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) the 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 under arrangements satisfactory to the Trustee upon the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, as trust funds, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 the principal of and interest on the outstanding Securities to the date of maturity or redemption, as the case may be. The Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect The following provisions shall apply to the property so deposited with the Trustee under the provisions Securities of this each series unless specifically otherwise provided in a Board Resolution, Officer’s Certificate or indenture supplemental hereto pursuant to Section 10.1) when 2.3. If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) (x) all the Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or (y) 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (aa) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (bb) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture with respect to the date Securities of maturity such series and Coupons appertaining thereto shall cease to be of further effect (except as to (i) rights of registration or transfer and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto 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 Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder including any right to compensation and indemnification under Section 6.6, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the case may be. The property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to the Securities of such series and Coupons appertaining thereto; provided that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees and expenses of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities If at any time (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (ba)(i) the Issuer shall have paid or caused to be paid the principal of of, premium, if any, and interest interest, if any, on all the Securities outstanding hereunderOutstanding of any series (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iii) the Securities not theretofore Issuer shall have delivered to the Trustee for cancellation shall all Securities of any series theretofore authenticated (other than Securities which have become due been destroyed, lost or stolen and payablewhich have been replaced or paid as provided in Section 2.9), or are by their terms to become due and payable (b)(i) the Securities of any series mature within one year year, or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee upon for giving the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited deposits in trust with the Trustee, as trust funds, (A) money in an amount or (B) Government Securities which through funds solely for the payment of interest and principal will provide, no later than one day before the due date of payments in respect benefit of the SecuritiesHolders, money in an amount or (C) U.S. Government Obligations or a combination thereofthereof sufficient, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof certificate delivered to the Trustee, without consideration of any reinvestment, to pay the principal of and premium and interest on the outstanding Securities to the date of maturity or redemption, as the case may be. The , and to pay all other sums payable by it hereunder, (iii) no Event of Default has occurred and is continuing on the date of the deposit, (iv) the deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound, and (v) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer (including all amounts, payable to the Trustee pursuant to Section 6.6), then, (x) after satisfying the conditions in clause (a), only the Issuer’s obligations under Sections 6.6 and 10.5, as applicable, will survive or (y) after satisfying the conditions in clause (b), only the Issuer’s or obligations in Article Two and Sections 3.1, 3.2, 6.6, 6.10, 10.5, 10.6 and 10.7 will survive, and, in either case, the Trustee, on demand of the Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging of this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section.Securities. ARTICLE ELEVEN

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities If at any time (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, payable or (c) (i) the 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 under arrangements satisfactory to the Trustee upon the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, as trust funds, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), then this Indenture shall cease to pay be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal of thereof and interest on thereon, upon the outstanding Securities to original stated due dates therefor, (iv) the date rights, obligations, duties and immunities of maturity or redemptionthe Trustee hereunder, as and (v) the case may be. The obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer or any guarantor of the Securities shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunderhereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (cii) the Issuer or any guarantor of the Securities shall have delivered to the Trustee for cancellation all Securities of any 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 2.09) or (iii) (iA) all the Securities securities of such 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 reasonably satisfactory to the Trustee upon for the giving of notice of redemption, and (iiB) the Issuer or any guarantor of the Securities shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any one Securities of options (A)such series which shall have been destroyed, (Blost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest due or to become due on the outstanding Securities or prior to the such date of maturity or redemption, as the case may be. The , and if, in any such case, the Issuer or such guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer or such guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, indemnities and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such 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 Issuer or such guarantor accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; 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 required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect as to all outstanding Securities of any particular series issued hereunder when either (i) all Securities of that series theretofore authenticated and delivered (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replacedreplaced or paid as provided in Section 306, and (b) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 2.6, or paid 1003) have been delivered to the Trustee for the Securities of that series for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (cii) (ia) the all Securities of that series not theretofore delivered to the Trustee for cancellation shall have become are due and payable, or are payable by their terms to within one year or will become due and payable within one year or are to be called for redemption under arrangements satisfactory to by reason of the Trustee upon the giving making of a notice of redemption, redemption and (ii) the Issuer shall have has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust an amount of cash in any combination of currency or currency unit in which the TrusteeSecurities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay and discharge the entire indebtedness on such Securities delivered to the Trustee for the Securities of that series for cancellation for principal (and premium, if any) and accrued and unpaid interest, if any, to the Stated Maturity or Redemption Date, as trust fundsthe case may be; (b) no Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 501(7) or Section 501(8) shall have occurred and be continuing on the 90th day after such date (Ait being understood that this condition shall not be deemed satisfied until after such 90th day); (c) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee for the Securities of that series under this Indenture to apply the deposited money in an amount or (B) Government Securities which through toward the payment of interest and principal will provide, no later than one day before such Securities at the due date of payments in respect of Stated Maturity or the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 the principal of and interest on the outstanding Securities to the date of maturity or redemptionRedemption Date, as the case may be. The TrusteeIn addition, on demand of the Issuer accompanied by must deliver an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of that series stating that all conditions precedent to satisfaction and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectiondischarge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (A) the principal of (and premium, if any,) and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal, premium or interest is due and payable and (B) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of temporary, mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (vi) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; PROVIDED, -------- that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iiB) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (1) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to the date Securities of maturity or such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series and the Coupons appertaining thereto (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the case may be. The property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture as to such series; provided that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to a) If at any time (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer Company shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.11) as and when the same shall have become due and payable, or (c) (iB) the Company shall have delivered to the Trustee for cancellation all Securities of any Series and Coupons theretofore authenticated (other than any Securities of such Series and Coupons which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.11) or (c)(i) all the Securities of such Series and Coupons 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 upon for the giving of notice of redemption, and (ii) the Issuer Company shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in the currency or currency unit required (A) money other than moneys repaid by the Trustee or any Paying Agent to the Company in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (Baccordance with Section 10.4) or (C) being sufficient Government Obligations maturing as to principal and interest in such amounts and at such times as will ensure the availability of cash sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed accountants, to pay at maturity or upon redemption all Securities of such Series and Coupons (other than any Securities of such Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in a written certification thereof Section 2.11) not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest on the outstanding Securities due or to the become due to such date of maturity or redemption, as the case may be. The , and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such Series and Coupons, then this Indenture shall cease to be of further effect with respect to Securities of such Series and Coupons (except as to (i) rights of registration of transfer and exchange, and the Company's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities and Coupons, (iii) rights of Holders 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 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 Securityholders of such Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and, subject to Section 10.5, the Trustee, on demand of the Issuer Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such Series; provided, that the rights of Holders of the Securities and Holders of Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer Company agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter 61 reasonably and properly rendered by the Trustee in connection with this Indenture or Indenture, the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionSeries and Coupons.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchangeUnless otherwise set forth in a supplemental indenture, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or if at any time (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen 60 and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iiB) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (1) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (vi) the case may be. The obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof each series theretofore authenticated, including all Coupons appertaining thereto (other than Securities and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9), in accordance with the terms of this Indenture and when such Securities or (b) as to Securities and Coupons not so paid, the same Issuer shall have become due and payable, or (c) (i) the Securities not theretofore delivered to the Trustee for cancellation all Securities of each series theretofore authenticated and all Coupons appertaining thereto (other than any Securities and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) as to Securities and Coupons not so paid or delivered for cancellation, in the case of any series of Securities as to which the exact amount (including the currency of payment) of principal of and interest due can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) or Government Obligations, (A) money maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (A) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund or analogous payments on the outstanding dates on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer; then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) the rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of such Holders to receive mandatory sinking fund or analogous payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of Holders of Securities and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee and payable to all or any of maturity or redemption, as them and (vi) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction and discharge of this Indenture; provided that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and discharging this Indentureinterest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any national securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionSecurities.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Outstanding Securities, except lost, stolen or destroyed Securities which shall have been replacedreplaced or paid, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on the Securities outstanding Outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) the 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 under arrangements satisfactory to the Trustee upon the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, as trust funds, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 the principal of and interest on the outstanding Outstanding Securities to the date of maturity or redemption, as the case may be. The Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section.. SECTION 10.2

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have 57 been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iiB) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (1) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (vi) the case may be. The obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer or the Guarantor shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunderhereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (cii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any 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 2.09) or (iii) (iA) all the Securities securities of such 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 upon for the giving of notice of redemption, and (iiB) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any one Securities of options (A)such series which shall have been destroyed, (Blost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest due or to become due on the outstanding Securities or prior to the such date of maturity or redemption, as the case may be. The , and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer or the Guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and in terest thereon upon the original stated due date therefor (but no 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 Securityholders of such 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 Issuer or the Guarantor accompanied by an Officers' ’ Certificate (or Guarantor’s Officer’s Certificate respectively) and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; 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 required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time: (a) all outstanding Securities, except lost, stolen or destroyed Securities which the Company shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation all Debt Securities of a series theretofore authenticated (other than any Debt Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.7 and Debt Securities for whose payment money or Governmental Obligations have 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 11.5)); or (b) the Issuer shall have paid or caused to be paid the principal all such Debt Securities of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) the Securities 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 upon for the giving of notice of redemption, and (ii) the Issuer Company shall have irrevocably deposited deposit or caused cause to be deposited with the Trustee, Trustee as trust funds, (A) money funds the entire amount in an amount moneys or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount Governmental Obligations or (C) a combination thereof, any one of options (A), (B) or (C) being 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 Debt Securities of that series not theretofore delivered to the Trustee for cancellation, including principal of (and premium, if any) and interest on the outstanding Securities due or to the become due to such date of maturity or date fixed for redemption, as the case may be. The , 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; and if the Company has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and such opinion shall confirm that, the holders of the Deb Securities of such series will not recognize income, gain or lxxx for United States federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.3, 2.5, 2.7, 4.1, 4.2, 4.3 and 7.10, that shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.6 and 11.5, that shall survive to such date and thereafter, and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel Company and at the cost and expense of the IssuerCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection Indenture with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant respect to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereundertheretofore authenticated hereunder (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by any paying agent and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.4), as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation, all Securities of any 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 2.9) or (c) (i) all the Securities of 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in cash (Aother than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) money in an amount sufficient to pay at maturity or (B) Government upon redemption all Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof such series not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest on the outstanding Securities due or to the become due to such date of maturity or redemption, as the case may be. The , and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, and remaining rights of the holders to 44 51 receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders, of such 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 Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; 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 required by then applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities If at any time (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (ba)(i) the Issuer shall have paid or caused to be paid the principal of of, premium, if any, and interest interest, if any, on all the Securities outstanding hereunderOutstanding of any series (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iii) the Securities not theretofore Issuer shall have delivered to the Trustee for cancellation shall all Securities of any series theretofore authenticated (other than Securities which have become due been destroyed, lost or stolen and payablewhich have been replaced or paid as provided in Section 2.9), or are by their terms to become due and payable (b)(i) the Securities of any series mature within one year year, or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee upon for giving the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited deposits in trust with the Trustee, as trust funds, (A) money in an amount or (B) Government Securities which through funds solely for the payment of interest and principal will provide, no later than one day before the due date of payments in respect benefit of the SecuritiesHolders, money in an amount or (C) U.S. Government Obligations or a combination thereofthereof sufficient, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof certificate delivered to the Trustee, without consideration of any reinvestment, to pay the principal of and premium and interest on the outstanding Securities to the date of maturity or redemption, as the case may be. The , and to pay all other sums payable by it hereunder, (iii) no Event of Default has occurred and is continuing on the date of the deposit, (iv) the deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or 52 instrument to which the Issuer is a party or by which it is bound, and (v) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer (including all amounts, payable to the Trustee pursuant to Section 6.6), then, (x) after satisfying the conditions in clause (a), only the Issuer’s obligations under Sections 6.6 and 10.5, as applicable, will survive or (y) after satisfying the conditions in clause (b), only the Issuer’s or obligations in Article Two and Sections 3.1, 3.2, 6.6, 6.10, 10.5, 10.6 and 10.7 will survive, and, in either case, the Trustee, on demand of the Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging of this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section.Securities. ARTICLE ELEVEN MISCELLANEOUS PROVISIONS

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (ib) the Securities not theretofore Issuer shall have delivered to the Trustee for cancellation all Securities theretofore authenticated (other than any Securities which shall have become due been destroyed, lost or stolen and payable, which shall have been replaced or are by their terms to become due and payable within one year paid as provided in Section 2.6) or are to be called for redemption under arrangements satisfactory to the Trustee upon the giving of notice of redemption, and (iic)(1) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any Paying Agent to the Issuer in accordance with Section 9.4) or direct obligations of the United States of America, backed by its full faith and credit, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due to such date of maturity as the case may be, and (2) the Issuer shall have delivered to the Trustee (i) either (A) money a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of the Issuer's exercise of its option under this Section 9.1(c) and will be subject to Federal income tax on the same amount and in an amount the same manner and at the same times as would have been the case if such option had not been exercised or (B) Government Securities which through the payment an Opinion of interest and principal will provideCounsel, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered reasonably satisfactory to the Trustee, to pay the principal of and interest on the outstanding Securities to the date of maturity or redemption, same effect as the case may be. The Trustee, on demand of the Issuer ruling described in clause (A) accompanied by an Officers' Certificate a ruling to that effect published by the Internal Revenue Service and (ii) an Opinion of Counsel and at Counsel, reasonably satisfactory to the cost and expense Trustee, to the effect that after the passage of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably incurred and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionSecurities.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereundertheretofore authenticated hereunder and all unmatured Coupons appertaining thereto (other than Securities and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by any paying agent and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.4), as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and all unmatured Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) (i) all the Securities of any series and all unmatured Coupons appertaining thereto not theretofore heretofore 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in cash (Aother than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 11.4) money in an amount sufficient to pay at maturity or (B) Government upon redemption all Securities which through the payment of interest such series and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof all unmatured Coupons appertaining thereto not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest on the outstanding Securities due or to the become due to such date of maturity or redemption, as the case may be. The , and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series and Coupons appertaining thereto, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders to receive payments of principal thereof and interest thereon, 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 Securities of such series and Coupons appertaining thereto, 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 Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; provided, that the rights of holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any securities exchange upon which the Securities and Coupons are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses Coupons of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and will cease to be of further effect as to all outstanding Securities of any particular series issued hereunder when either (i) all Securities of that series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (except as to (A) rights of registration of transfer coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, and the Issuer's right of optional redemptionwhose surrender is not required or has been waived as provided in Section 305, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities or coupons of such series which shall have been replacedreplaced or paid as provided in Section 306, (C) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender is not required as provided in Section 1106 and (D) Securities and coupons of such series for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company or discharged from such trust, as provided in the last paragraph of Section 2.6, or paid 1003) have been delivered to the Trustee for the Securities of that series for cancellation or (bii) the Issuer shall have paid (A) all Securities of that series and any coupons appertaining thereto not theretofore delivered to Trustee for cancellation are due and payable by their terms within one year or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) payable by reason of the 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 under arrangements satisfactory to the Trustee upon the giving making of a notice of redemption, redemption and (ii) the Issuer shall have Company has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust an amount of cash in any combination of currency or currency unit in which the TrusteeSecurities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except as provided in Sections 311(b) and 311(d), in which case the deposit to be made with respect to Securities for which an election has occurred pursuant to Section 311(b) or a Conversion Event has occurred as provided in Section 311(d), shall be made in the currency or currency unit in which such Securities are payable as a result of such election or Conversion Event) sufficient to pay and discharge the entire indebtedness on such Securities and coupons not theretofore delivered to the Trustee for the Securities of that series for cancellation of principal, and premium, if any, and accrued and unpaid interest, if any, to the Stated Maturity or Redemption Date, as trust funds, (A) money in an amount or the case may be; (B) Government the Company has paid, or caused to be paid, all sums payable by it under this Indenture; and (C) the Company has delivered irrevocable instructions to the Trustee for the Securities which through of that series under this Indenture to apply the deposited money toward the payment of interest such Securities and principal will provide, no later than one day before coupons at the due date of payments in respect of Stated Maturity or the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 the principal of and interest on the outstanding Securities to the date of maturity or redemptionRedemption Date, as the case may be. The TrusteeIn addition, on demand of the Issuer accompanied by Company must deliver an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of that series stating that all conditions precedent to satisfaction and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectiondischarge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request and at the Company’s expense, be discharged and cease to be of further effect as to all outstanding Securities Notes issued hereunder (except as to (A) rights of registration of transfer and exchangefor any provisions which survive discharge), and the Issuer's right Trustee, at the expense of optional redemptionthe Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture (Bexcept for any provisions which survive discharge) substitution of apparently mutilated, defaced, when: (a) either (1) all Notes heretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder which have been replaced or paid as provided in Section 3.05 and (Eii) the rights of the Securityholders as beneficiaries hereof with respect to the property so Notes for whose payment money has theretofore been deposited in trust with the Trustee under or any Paying Agent or segregated and held in trust by the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen Company and thereafter repaid to the Company or destroyed Securities which shall have been replaceddischarged from such trust, as provided in Section 2.6, or paid 10.03) have been delivered to the Trustee for cancellation cancellation; or (b2) the Issuer shall have paid or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) the Securities all such Notes not theretofore delivered to the Trustee for cancellation shall (A) have become due and payablepayable by reason of the making of a notice of redemption pursuant to Section 11.05 or otherwise, or are by their terms to (B) will become due and payable within one year year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee upon for the giving of notice of redemptionredemption by the Trustee in the name, and (ii) at the expense, of the Issuer, and the Issuer shall have irrevocably deposited or caused to be deposited with any Guarantor, in the Trustee, as trust funds, (A) money in an amount or (B) Government Securities which through the payment case of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being above, 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 thereof, in such amounts as will be sufficient in without consideration of any reinvestment of interest to pay and discharge the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof entire indebtedness on such Notes not theretofore delivered to the TrusteeTrustee for cancellation, to pay the for principal of (and premium, if any) and accrued but unpaid interest on the outstanding Securities to the date of maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Maturity or Redemption Date, as the case may be. The Trustee, on demand ; provided that upon any redemption that requires the payment of the Issuer accompanied by Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an Officers' Certificate and an Opinion of Counsel and at amount is deposited with the cost and expense Trustee equal to the Applicable Premium calculated as of the Issuerdate of the notice of redemption, shall execute proper instruments acknowledging with any deficit as of the date of redemption (any such satisfaction of and discharging this Indenture. The Issuer agrees amount, the “Applicable Premium Deficit”) only required to reimburse be deposited with the Trustee for any costs on or expenses (including prior to the reasonable fees of its counsel) there after reasonably and properly incurred, Redemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to compensate the Trustee for any services thereafter reasonably and properly rendered by at least two (2) Business Days prior to the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of Redemption Date that confirms that such trust not otherwise provided for pursuant to Applicable Premium Deficit shall be applied toward such Section.redemption;

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9), or (c) in the case of any series of Securities where the exact amount of principal of and interest due on such Securities can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in cash (Aother than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest in an amount such amounts and at such times as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (A) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series, and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of Securities of such series, and of Coupons appertaining thereto, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto 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 Holders to receive mandatory sinking fund payments, if any, (iv) the rights (including the Trustee's rights under Section 10.5), obligations and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemption, as them and (vi) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel which complies with Section 11.5 and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; provided that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the securities of each series theretofore authenticated, including all Coupons appertaining thereto (other than Securities and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9), in accordance with the terms of this Indenture and such Securities or (b) as to securities and Coupons not so paid, the Issuer shall have delivered to the Trustee for cancellation all Securities of each series theretofore authenticated and all coupons appertaining thereto (other than any Securities and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) as to Securities and Coupons not so paid or delivered for cancellation, in the case of any series of Securities as to which the exact amount (including the currency of payment) of principal of and interest due can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities outstanding hereunder, as of such series and when the same all Coupons appertaining thereto shall have become due and payable, or (c) (i) the 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 under arrangements satisfactory to the Trustee upon the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in cash (A) money in an amount other than moneys repaid by the Trustee or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered paying agent to the Trustee, Issuer in accordance with Section 10.4) to pay the principal of and interest on all Securities of such series and Coupons appertaining thereto at maturity; and if, in the outstanding case of (a), (b) or (c), the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 10.6, cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) the rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of such Holders to receive mandatory sinking fund or analogous payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of Holders of Securities and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee and payable to all or any of maturity or redemptionthem, as (vi) the case may be. The obligations of the Issuer under Sections 3.2, 3.3, 3.4, 4.1 and 9.3 and the first and second provisos of Section 9.1 and (vii) this Article 10 pertinent to such continuing obligations); and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction and discharge of this Indenture; provided that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and discharging this Indentureinterest on the Securities and Coupons held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any national securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionsecurities.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereundertheretofore authenticated hereunder and all unmatured Coupons appertaining thereto (other than Securities and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by any paying agent and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.4), as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and all unmatured Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) (i) all the Securities of any series and all unmatured Coupons appertaining thereto not theretofore heretofore 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in cash (Aother than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 11.4) money in an amount sufficient to pay at maturity or (B) Government upon redemption all Securities which through the payment of interest such series and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof all unmatured Coupons appertaining thereto not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest on the outstanding Securities due or to the become due to such date of maturity or redemption, as the case may be. The Trustee, on demand and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series and Coupons appertaining thereto, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders to receive payments of principal thereof and interest thereon, and remaining rights of the Issuer accompanied by an Officers' Certificate Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and an Opinion of Counsel and at the cost and expense immunities of the IssuerTrustee hereunder and (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees as beneficiaries hereof with respect to reimburse the property so deposited with the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, payable to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section.all or

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) or, (A) money in the case of any series of Securities the payments on which may only be made in Dollars, obligations issued or guaranteed as to principal and interest by the United States or by a Person controlled or supervised by and acting as an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect instrumentality of the Securitiesgovernment of the United States pursuant to authority granted by the Congress of the United States ("U.S. Government Obligations"), money maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (A) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Issuer's right of 56 optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (vi) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse ; provided, that the Trustee for any costs or expenses (including the reasonable fees rights of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or Holders of the Securities and Coupons to indemnify receive amounts in respect of principal of and interest on the trust referred to in Section 10.2(a) for Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionsecurities exchange upon which the Securities are listed.

Satisfaction and Discharge of Indenture. This Indenture If at any time (a) the Company shall cease have delivered to be the Trustee cancelled or for cancellation all Securities of further effect as to any Series theretofore authenticated and all outstanding unmatured coupons, if any, appertaining thereto (other than any Securities (except as to (A) rights of registration of transfer such Series and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, coupons appertaining thereto which shall have been destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, replaced or paid as provided in Section 2.62.09), or paid have been delivered to the Trustee for cancellation or (b) in the Issuer shall have paid or caused to be paid case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the Securities outstanding hereundertime of making the deposit referred to in clause (ii) below, as and when the same shall have become due and payable, or (c) (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or 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 upon for the giving of notice of redemption, and (ii) the Issuer Company or the Guarantor shall have irrevocably deposited deposit or caused cause to be deposited with the Trustee, Trustee as trust funds, (A) money funds the entire amount in an amount cash sufficient to pay at maturity or (B) Government upon redemption all such Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof not theretofore delivered to the TrusteeTrustee cancelled or for cancellation, to pay the including principal of and interest on the outstanding Securities due or to the become due to such date of maturity or date fixed for redemption, as the case may be. The Trustee, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or 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 or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, 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 or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto), and the Trustee on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, Company shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to the Securities of such Series. The Issuer Company agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered incurred by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionSecurities.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereundertheretofore authenticated hereunder and all unmatured Coupons appertaining thereto (other than Securities and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by any paying agent and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.4), as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee of cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and all unmatured Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) (i) all the Securities of any series and all unmatured Coupons appertaining thereto not theretofore heretofore 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in cash (Aother than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 11.4) money in an amount sufficient to pay at maturity or (B) Government upon redemption all Securities which through the payment of interest such series and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof all unmatured Coupons appertaining thereto not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest on the outstanding Securities due or to the become due to such date of maturity or redemption, as the case may be. The , and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series and Coupons appertaining thereto, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders to receive payments of principal thereof and interest thereon, 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 Securities of such series and Coupons appertaining thereto, 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 Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; provided, that the rights of holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any securities exchange upon which the Securities and Coupons are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses Coupons of such trust not otherwise provided for pursuant to such Section.series. 56 55

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time --------------------------------------- (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (A) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (vi) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to -------- receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then- applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest interest, if any, on all the Securities outstanding hereunder, of any series Outstanding hereunder as and when the same shall have become due and payable, or (c) (ib) the Issuer shall have delivered to the Trustee for cancellation all Outstanding Securities of any series theretofore authenticated or (c)(i) all the Securities of such 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in cash (A) money other than moneys repaid by the Trustee or any paying agent to the Issuer in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (Baccordance with Section 9.05) or (C) being Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, sufficient in the opinion to pay at maturity or upon redemption all Outstanding Securities of a nationally recognized firm of independent public accountants expressed in a written certification thereof such series not theretofore delivered to the TrusteeTrustee for cancellation, including principal and interest, if any, due or to pay the principal of and interest become due on the outstanding Securities or prior to the such date of maturity or redemption, as the case may be. The , and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of Securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest, if any, thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, from funds deposited with the Trustee (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such 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 Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest, if any, on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact or maximum amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in cash (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later other than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 the principal of and interest on the outstanding Securities to the date of maturity or redemption, as the case may be. The Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered moneys repaid by the Trustee or any paying agent to the Issuer in connection accordance with this Indenture or Section 9.4) or, in the case of any series of Securities and to indemnify the trust referred to payments on which may only be made in Section 10.2(a) for any tax liability and pay any expenses Dollars, direct obligations of such trust not otherwise provided for pursuant to such Section.the United States of America,

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof 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 2.9) as and when the same shall have become due and payable, (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any 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 2.9) or (c) in the case of any series of Securities where the exact amount of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such 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 upon for the giving of notice of redemption, redemption and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than monies repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.8) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in U.S. dollars, no later than one day before the due date of payments in respect direct non-callable obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 such series (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 2.9) not theretofore delivered to the Trustee for cancellation, including principal of and interest due or to become due on the outstanding Securities or prior to the such date of maturity or date of redemption, as the case may be. The , and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of Securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefore (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 including without limitation Section 5.6, (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vi) the obligations of the Issuer under Section 3.2), and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; 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 required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged with respect of the Notes of a particular tranche and will cease to be of further effect as to all outstanding Securities (except as to (A) rights Notes of registration of transfer such tranche issued thereunder and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, all obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof Guarantor with respect to the property so deposited Notes of such tranche, including the Guarantees with respect to the Trustee under the provisions Notes of this Section 10.1) such tranche, when either (a) all outstanding Securities, such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Securities Notes of such tranche which shall have been replaced, as provided in Section 2.6, replaced or paid and Notes of such tranche for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation cancellation; or (bb)(i) the Issuer shall have paid or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) the Securities all such Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, payable by reason of the mailing of a notice of redemption or are by their terms to otherwise or will become due and payable within one year and the Company or are to be called for redemption under arrangements satisfactory to the Trustee upon the giving of notice of redemption, and (ii) the Issuer shall have Guarantor has irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, (A) funds in trust an amount of money in an amount U.S. dollars or (B) Government Securities which through or any combination thereof sufficient to pay and discharge the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof entire indebtedness on such Notes not theretofore delivered to the TrusteeTrustee for cancellation for principal, to pay the principal of premium, if any, accrued and unpaid interest on the outstanding Securities and Additional Amounts, if any, to the date of maturity or redemption; (ii) no Default with respect to the Notes of such tranche shall have occurred within 91 days 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 instrument to which the Company or the Guarantor is a party or by which it is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it with respect to the Notes of such tranche under this Indenture; and (iv) the Company or the Guarantor has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the redemption date, as the case may be. The TrusteeIn addition, on demand with respect to clause (b) of the Issuer accompanied by preceding sentence, the Company or the Guarantor shall have (i) delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes or United Kingdom income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (ii) if such Notes are then listed on any securities exchange, delivered to the Trustee an Opinion of Counsel to the effect that such deposit, defeasance and discharge will not cause such Notes to be delisted; and (iii) delivered to the Trustee an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCounsel, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection complying with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section12.4.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, If at any time (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.9) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iib) the Issuer shall have irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon such redemption, as trust fundsthe case may be, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (Ciii) a combination thereof, any one of options (A)sufficient, (B) or (C) being 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 (x) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect with respect to the Securities of such series (except as to (i) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the date extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of maturity the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or redemptionany of them, as and (vii) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied accompanied, if the Trustee so requests, by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to the Securities of such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer Company shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (ib) the Company shall have delivered to the Trustees for cancellation all Securities of any Series and Coupons theretofore authenticated (other than any Securities of such Series and Coupons which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c)(i) all the Securities of such Series and Coupons not theretofore delivered to the Trustee Trustees 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 upon Trustees for the giving of notice of redemption, and (ii) the Issuer Company shall have irrevocably deposited or caused to be deposited with the Trustee, Trustees as trust funds, funds the entire amount in the currency or currency unit required (A) money other than moneys repaid by the Trustees or any Paying Agent to the Company in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (Baccordance with Section 10.4) or (C) being sufficient Government Obligations maturing as to principal and interest in such amounts and at such times as will ensure the availability of cash sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed accountants, to pay at maturity or upon redemption all Securities of such Series and Coupons (other than any Securities of such Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in a written certification thereof Section 2.9) not theretofore delivered to the TrusteeTrustees for cancellation, to pay the including principal of and interest on the outstanding Securities due or to the become due to such date of maturity or redemption, as the case may be. The Trustee, and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such Series and Coupons, then this Indenture shall cease to be of further effect with respect to Securities of such Series and Coupons (except as to (i) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities and Coupons, (iii) rights of Holders 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 Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustees hereunder and (v) the rights of the Securityholders of such Series as beneficiaries hereof with respect to the property so deposited with the Trustees payable to all or any of them), and, subject to Section 10.5, the Trustees, on demand of the Issuer Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such Series; provided, that the rights of Holders of the Securities and Holders of Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer Company agrees to reimburse the Trustee Trustees for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee Trustees for any services thereafter reasonably and properly rendered by the Trustee Trustees in connection with this Indenture or Indenture, the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionSeries and Coupons.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (A) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (vi) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (Ai) any surviving rights of registration transfer, substitution and exchange of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (Cii) rights hereunder of Holders to receive payments of principal thereof of (and premium, if any) and interest thereon, (D) on the Securities and other rights, duties and obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders Holders as beneficiaries hereof with respect to the property so amounts, if any, deposited with the Trustee under pursuant to this Article IV and (iii) the provisions rights and obligations of the Trustee hereunder), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Section 10.1) Indenture, when (a1) either (A) all outstanding Securities, except lost, stolen or destroyed Securities theretofore authenticated and delivered (other than (i) Securities which shall have been replaceddestroyed, lost or stolen and which have been replaced or paid as provided in Section 3.7 and (ii) Securities 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 2.6, or paid 10.3) have been delivered to the Trustee for cancellation cancellation; or (bB) the Issuer shall have paid or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) the all such Securities not theretofore delivered to the Trustee for cancellation shall (i) have become due and payable, or are by their terms to (ii) will become due and payable at their Stated Maturity within one year or are to be called for redemption under arrangements satisfactory to of the Trustee upon the giving date of notice of redemptiondeposit, and the Company, in the case of Clause (iiB)(i) the Issuer shall have irrevocably or (B)(ii) above, has deposited or caused to be deposited with the Trustee, Trustee as trust funds, (A) money funds in trust for such purpose an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion currency or currencies in which the Securities of a nationally recognized firm of independent public accountants expressed in a written certification thereof such series are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the TrusteeTrustee for cancellation, to pay the for principal of (and premium, if any) and interest on the outstanding Securities (including any Additional Interest) to the date of maturity or redemption, as such deposit (in the case may be. The Trustee, on demand of Securities which have become due and payable) or to the Issuer accompanied Stated Maturity; 26 33 (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees Company to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurredunder Section 6.7 and, to compensate if money shall have been deposited with the Trustee for any services thereafter reasonably and properly rendered by pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee in connection with this Indenture or under Section 4.2 and the Securities and to indemnify the trust referred to in last paragraph of Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section10.3 shall survive. SECTION 4.2.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed The following provisions shall apply to the Securities which shall have been replaced, as of each series unless specifically otherwise provided in a Board Resolution, Officer’s Certificate or supplemental indenture provided pursuant to Section 2.6, or paid have been delivered to the Trustee for cancellation or 2.3. If at any time (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (cii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any 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 2.9) or (iii) (iA) all the Securities of such 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 upon for the giving of notice of redemption, and (iiB) the Issuer shall have irrevocably deposited or caused to be deposited with the TrusteeTrustee funds in trust a sufficient amount to pay at maturity or upon redemption all outstanding Securities of such series, including interest thereon to maturity or such redemption date in (1) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.4), (2) U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon such redemption, as trust fundsthe case may be, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C3) a combination thereof, any one of options (A)sufficient, (B) or (C) being 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 (x) the principal of and interest on all Securities of such series on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series pursuant to Section 2.8 and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities (iii) rights of holders of Securities pursuant to Section 2.8 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 Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (v) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (vi) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel complying with Section 10.5 and at the cost and expense of the Issuer, 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 required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (A) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (vi) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iiB) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (1) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect with respect to such series (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (vi) the case may be. The obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons of such series held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (A) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as (vi) the case may be. The obligations of the Issuer under Section 3.2 and (vii) rights of conversion in respect of such Securities, if any) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer or the Guarantor shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (c) (iii) the Issuer or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iiB) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than monies repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.04 or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (1) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the date of maturity Issuer or redemptionthe Guarantor, as the case may be. The , then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer and the Guarantor under Section 3.02 and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees and the Guarantor agree to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in cash (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later other than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 the principal of and interest on the outstanding Securities to the date of maturity or redemption, as the case may be. The Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered moneys repaid by the Trustee or any paying agent to the Issuer in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section.accordance with

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any particular series Outstanding hereunder (other than Securities which have been mutilated, defaced, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.13 or in lieu of or in substitution for which other Securities shall have been authenticated and delivered) as and when the same shall have become due and payable, or (c) (ib) the Issuer shall have delivered to the Trustee for cancellation all Securities of such series theretofore authenticated (other than any Securities of such series which shall have been mutilated, defaced, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.13 or in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore cancelled, or (c)(i) all the Securities of 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in cash (Aother than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.4) money in an amount sufficient to pay at maturity or (B) Government upon redemption all Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof such series not theretofore delivered to the TrusteeTrustee for cancellation (other than any Securities of such series which shall have been mutilated, defaced, destroyed, lost or stolen which have been replaced or paid as provided in Section 2.13 or in lieu of or in substitution for which other Securities shall have been authenticated and delivered), including principal and interest, if any, due or to pay the principal of and interest on the outstanding Securities become due to the such date of maturity or the date fixed for redemption, as the case may be. The , and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Securityholders to receive payments of principal thereof and interest, if any, thereon, and remaining rights of the Securityholders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder, including its rights under Section 5.5, (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vi) any rights, if any, of Securityholders to convert such Securities), and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection Indenture with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant respect to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to a) If at any time (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer Company shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iB) the Company shall have delivered to the Trustee for cancellation all Securities of any Series and Coupons theretofore authenticated (other than any Securities of such Series and Coupons which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (C)(i) all the Securities of such Series and Coupons 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 upon for the giving of notice of redemption, and (ii) the Issuer Company shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in the currency or currency unit required (A) money other than moneys repaid by the Trustee or any Paying Agent to the Company in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (Baccordance with Section 10.4) or (C) being sufficient Government Obligations maturing as to principal and interest in such amounts and at such times as will ensure the availability of cash sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed accountants, to pay at maturity or upon redemption all Securities of such Series and Coupons (other than any Securities of such Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in a written certification thereof Section 2.9) not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest on the outstanding Securities due or to the become due to such date of maturity or redemption, as the case may be. The , and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such Series and Coupons, then this Indenture shall cease to be of further effect with respect to Securities of such Series and Coupons (except as to (i) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities and Coupons, (iii) rights of Holders 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 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 Securityholders of such Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and, subject to Section 10.5, the Trustee, on demand of the Issuer Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such Series; provided, that the rights of Holders of the Securities and Holders of Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer Company agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or Indenture, the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionSeries and Coupons.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities If at any time (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, payable or (c) (i) the 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 under arrangements satisfactory to the Trustee upon the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, as trust funds, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), then this Indenture shall cease to pay be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal of thereof and interest on thereon, upon the outstanding Securities original stated due dates therefor, (iv) payment of any and all amounts due to the date Trustee and provision for the survival of maturity or redemptionthe rights, as obligations, duties and immunities of the case may be. The Trustee hereunder, and (v) the obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest interest, if any, on all the Securities outstanding hereunder, of any series Outstanding hereunder as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Outstanding Securities of any series theretofore authenticated or (c) (i) all the Securities of such 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in cash (A) money other than moneys repaid by the Trustee or any paying agent to the Issuer in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (Baccordance with Section 9.05) or (C) being sufficient Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, sufficient, without reinvestment, and, in the case of a deposit of Government Obligations, 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 the principal at maturity or upon redemption all Outstanding Securities of and interest on the outstanding Securities such series not theretofore delivered to the Trustee for cancellation, including principal and interest, if any, due or to become due on or prior to such date of maturity or redemption, as the case may be. The , and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of Securities of such series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest, if any, thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, from funds deposited with the Trustee, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such 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 Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest, if any, on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, If at any time (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iib) the Issuer shall have irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds 52 in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon such redemption, as trust fundsthe case may be, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (Ciii) a combination thereof, any one of options (A)sufficient, (B) or (C) being 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 (a) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (b) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the date extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of maturity the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or redemptionany of them, as and (vii) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer or any Guarantor shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunderhereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.10) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any 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 2.10) or (c) (i) all the Securities of such 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 may, at the option of the Issuer, be called for redemption within one year under arrangements satisfactory to the Trustee upon for the giving of notice of redemption, and (ii) the Issuer or any Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in cash (Aother than moneys repaid by the Trustee or any Paying Agent to the Issuer in accordance with Section 9.8) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money in an amount backed by its full faith and credit, or (C) a combination thereofof cash and such direct obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash sufficient to pay at maturity or upon redemption all Securities of such series (other than any one Securities of options (A)such series which shall have been destroyed, (Blost or stolen and which shall have been replaced or paid as provided in Section 2.10) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest due or to become due on the outstanding Securities or prior to the such date of maturity or redemption, as the case may be. The , and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of Securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders 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 Holders to receive mandatory sinking fund payments, if any, in each case solely out of property so deposited with the Trustee, and (iv) the rights, obligations and immunities of the Trustee hereunder, and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; 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 required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any any, services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to 1) If at any time (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iib) the Issuer shall have irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon such redemption, as trust fundsthe case may be, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (Ciii) a combination thereof, any one of options (A)sufficient, (B) or (C) being 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 (x) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the date extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of maturity the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or redemptionany of them, as and (vii) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to a) If at any time (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer Company shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iB) the Company shall have delivered to the Trustee for cancellation all Securities of any Series and Coupons theretofore authenticated (other than any Securities of such Series and Coupons which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c)(i) all the Securities of such Series and Coupons 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 upon for the giving of notice of redemption, and (ii) the Issuer Company shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in the currency or currency unit required (A) money other than moneys repaid by the Trustee or any Paying Agent to the Company in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (Baccordance with Section 10.4) or (C) being sufficient Government Obligations maturing as to principal and interest in such amounts and at such times as will ensure the availability of cash sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed accountants, to pay at maturity or upon redemption all Securities of such Series and Coupons (other than any Securities of such Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in a written certification thereof Section 2.9) not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest on the outstanding Securities due or to the become due to such date of maturity or redemption, as the case may be. The , and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such Series and Coupons, then this Indenture shall cease to be of further effect with respect to Securities of such Series and Coupons (except as to (i) rights of registration of transfer and exchange, and the Company's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities and Coupons, (iii) rights of Holders 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 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 Securityholders of such Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and, subject to Section 10.5, the Trustee, on demand of the Issuer Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such Series; provided, that the rights of Holders of the Securities and Holders of Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer Company agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section.thereafter

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunderhereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (cii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any 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 2.09) or (iii) (iA) all the Securities securities of such 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 upon for the giving of notice of redemption, and (iiB) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in U.S. Dollars, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any one Securities of options (A)such series which shall have been destroyed, (Blost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest due or to become due on the outstanding Securities or prior to the such date of maturity or redemption, as the case may be. The , and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of Securities of such series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest thereon upon the original stated due date 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 Securityholders of such 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 Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; 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 required by then- applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer Company shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (ib) the Company shall have delivered to the Trustee for cancellation all Securities of any Series and Coupons, if any, appertaining thereto theretofore authenticated (other than any Securities of such Series and Coupons which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c)(i) all the Securities of such Series and Coupons, if any, appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer Company shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in the Currency required and/or the required Government Obligations maturing as to principal and interest in such amounts and at such times as will, (A) money in an amount or (B) Government Securities which through aggregate, ensure the payment availability of interest and principal will providecash sufficient, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent certified public accountants expressed accountants, to pay at maturity or upon redemption all Securities of such Series and Coupons, if any, appertaining thereto (other than any Securities of such Series and Coupons, if any, appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in a written certification thereof Section 2.9) not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest on the outstanding Securities due or to the become due to such date of maturity or redemption, as the case may be. The , and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such Series and Coupons, if any, appertaining thereto, then this Indenture shall cease to be of further effect with respect to Securities of such Series and Coupons, if any, appertaining thereto (except as to (A) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (B) substitution of mutilated, defaced, destroyed, lost or stolen Securities and Coupons, (C) rights of Holders 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 Holders to receive mandatory sinking fund payments, if any, (D) the rights, obligations and immunities of the Trustee hereunder, and (E) the rights of the Securityholders of such Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and, subject to Section 10.6, the Trustee, on demand of upon request by the Issuer Company pursuant to a Company Order accompanied by an a Company Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCounsel, shall execute proper instruments acknowledging such satisfaction and discharge of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the with respect to Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionSeries and Coupons, if any, appertaining thereto.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, If at any time (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iib) the Issuer shall have irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon such redemption, as trust fundsthe case may be, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (Ciii) a combination thereof, any one of options (A)sufficient, (B) or (C) being 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 (a) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (b) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the date extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of maturity the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or redemptionany of them, as and (vii) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities the exact amount (including the currency of payment) of principal of and interest due on which on the dates referred to in clause (B) below can be determined at the time of making the deposit referred to in such clause, (A) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iiB) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money in an amount or backed by its full faith and credit (C) a combination thereof, any one of options (A"U.S. Government Obligations"), maturing as to principal and interest in such amounts and at such times as will insure the availability of cash sufficient to pay on any subsequent interest payment date all interest due on such interest payment date on the Securities of such series and all Coupons appertaining thereto and to pay at maturity or upon redemption all Securities of such series and all unmatured Coupons appertaining thereto (Bin each case other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest on the outstanding Securities due or to the become due to such date of maturity or redemptionmaturity, as the case may be. The , and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, including amounts due the Trustee pursuant to Section 6.06, with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (1) rights of registration of transfer, conversion and exchange of Securities of such series, and of Coupons appertaining thereto, and the Issuer's right of optional redemption, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (3) rights of Holders of Securities and Coupons appertaining thereto 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 Holders to receive mandatory sinking fund payments, if any, (4) the rights (including the Trustee's rights under Section 10.05) and immunities of the Trustee hereunder and the Trustee's obligations under Sections 10.02 and 10.04, (5) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (6) the obligations of the Issuer under Section 3.02), and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel which complies with Section 11.05 and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed The following provisions shall apply to the Securities which shall have been replaced, as of each series unless specifically otherwise provided in a Board Resolution, Officers Certificate or indenture supplemental hereto provided pursuant to Section 2.6, or paid have been delivered to the Trustee for cancellation or 2.3. If at any time (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iiB) the Issuer shall have irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.4), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon such redemption, as trust fundsthe case may be, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (Ciii) a combination thereof, any one of options (A)sufficient, (B) or (C) being 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 (x) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto pursuant to Section 2.8 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 Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the date extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of maturity the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or redemptionany of them, as and (vii) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Indenture Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee upon for the giving of notice of redemption, and (iiB) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Indenture Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Indenture Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. GOVERNMENT OBLIGATIONS"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay (1) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to the date Securities of maturity or such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series and the Coupons appertaining thereto (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Indenture Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the case may be. The property so deposited with the Indenture Trustee payable to all or any of them, and (vi) the obligations of the Issuer under Section 3.02) and the Indenture Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture as to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Indenture Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Indenture Trustee for any services thereafter reasonably and properly rendered by the Indenture Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any --------------------------------------- time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer Company shall have paid or caused to be paid the principal of, and interest, if any, on, all the Debentures theretofore authenticated (other than Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6), in accordance with the terms of this Indenture and interest on such Debentures or (b) as to Debentures not so paid, the Securities outstanding hereunder, as and when the same Company shall have become due and payable, or (c) (i) the Securities not theretofore delivered to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6) or (c) as to Debentures not so paid or delivered for cancellation, (i) all the Debentures 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 upon for the giving of notice of redemption, and (ii) the Issuer Company shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, (A) funds money in an amount (other than moneys repaid by the Trustee or (Bany paying agent to the Company in accordance with Section 4.4) or Government Securities which through Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the payment availability of interest and principal will providemoney, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (A) the principal of and interest interest, if any, on all Debentures on each date that such principal or interest, if any, is due and payable and (B) any mandatory sinking fund or analogous payments on the outstanding Securities dates on which such payments are due and payable in accordance with the terms of this Indenture and the Debentures; and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Debentures and the Company's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Debentures, (iii) the rights of Holders to receive Debentures, payments of principal thereof, and interest, if any, thereon, upon the original stated due dates therefor or any date of redemption (but not upon acceleration), and remaining rights of such Holders to receive mandatory sinking fund or analogous payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of Holders as beneficiaries hereof with respect to the date property so deposited with the Trustee and payable to all or any of maturity or redemptionthem, (vi) conversion of the Debentures under Article 13, [(vii) maintenance of the Trust for United States Federal income tax purposes as a grantor trust under Section 10.8] and (viii) the case may be. The maintenance of the Company Office and the Trustee, on demand of the Issuer Company accompanied by an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the IssuerCompany, shall execute proper instruments acknowledging such satisfaction and discharge of and discharging this Indenture. The Issuer Company agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionDebentures.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer or the Guarantor shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (c) (iii) the Issuer or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iiB) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than monies repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.04 or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (1) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the date of maturity Issuer or redemptionthe Guarantor, as the case may be. The , then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer and the Guarantor under Section 3.02 and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' ’ Certificate or a Guarantor’s Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees and the Guarantor agree to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunderhereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (cii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any 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 2.09) or (iii) (iA) all the Securities securities of such 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 upon for the giving of notice of redemption, and (iiB) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any one Securities of options (A)such series which shall have been destroyed, (Blost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest due or to become due on the outstanding Securities or prior to the such date of maturity or redemption, as the case may be. The , and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no 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 Securityholders of such 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 Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; 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 required by then- applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and will cease to be of further effect as to all outstanding Securities Notes issued thereunder when either (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (ai) all outstanding Securities, such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Securities Notes which shall have been replaced, as provided in Section 2.6, replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Paying Agent or Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (cii) (iA) the Securities all such Notes not theretofore delivered to the Paying Agent or Trustee for cancellation shall have become due and payable, payable by reason of the making of a notice of redemption or are by their terms to otherwise or will become due and payable within one year or are to be called for redemption under arrangements satisfactory to the Trustee upon the giving of notice of redemption, and (ii) the Issuer shall have has irrevocably deposited or caused to be deposited with the Trustee, Paying Agent or Trustee as trust funds, (A) money funds in trust an amount or (B) Government Securities which through of money sufficient to pay and discharge the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof entire indebtedness on such Notes not theretofore delivered to the TrusteePaying Agent or Trustee for cancellation for principal, to pay the principal of premium, if any, and accrued and unpaid interest on the outstanding Securities and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease such Notes under this Article) with respect to this Indenture or with respect to such Notes 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 instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Tax Redemption Date, as the case may be. The TrusteeIn addition, on demand of the Issuer accompanied by must deliver an Officers' ’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and at discharge have been satisfied. Upon such discharge, the cost and expense of Paying Agent shall deliver the Notes to the Issuer, shall execute proper instruments acknowledging marked “paid”, or at the option of the Paying Agent, destroy such satisfaction of Notes and discharging this Indenture. The provide a certificate to the Issuer agrees to reimburse and the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of certifying such trust not otherwise provided for pursuant to such Sectiondestruction.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer Republic shall have paid or caused to be paid the principal of and interest (including Additional Amounts) on all of the Debt Securities outstanding of any Series Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Republic or Banco Central acting on behalf of the Republic shall have delivered to the Trustee for cancellation all Debt Securities of any 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 2.6) or (c) (i) all 28 the Debt Securities of 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 under arrangements satisfactory to the Trustee upon the giving of notice of redemption, and (ii) the Issuer Republic shall have irrevocably deposited or caused to be deposited with the Trustee, as trust funds, Trustee the entire amount (Aother than monies repaid by the Trustee or any paying agent to the Republic in accordance with Section 8.3 and Section 8.4) money in an amount or (B) Government sufficient to pay at maturity all Debt Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof that Series not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest on the outstanding Securities (including Additional Amounts) due or to the become due to such date of maturity or redemption, as the case may be. The , and if, in any such case, the Republic shall also pay or cause to be paid all other sums payable hereunder by the Republic, then this Indenture shall cease to be of further effect with respect to the Debt Securities of that Series (except as to (i) rights of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Debt Securities, (iii) rights of Holders to receive payments of principal thereof and interest (including Additional Amounts) thereon, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Holders 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 Issuer Republic or Banco Central acting on behalf of the Republic accompanied by an Officers' Officer’s Certificate of the Republic and an Opinion of Counsel addressed to the Trustee and at the cost and expense of the IssuerRepublic, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to the Debt Securities of that Series. The Issuer Republic agrees to reimburse or cause the reimbursement of the Trustee for any documented costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionDebt Securities.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (A) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (vi) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse ; provided, that the Trustee for any costs or expenses (including the reasonable fees rights of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or Holders of the Securities and Coupons to indemnify receive amounts in respect of principal of and interest on the trust referred to in Section 10.2(a) for Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section.securities exchange upon which the Securities are

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and will cease to be of further effect as to all outstanding Securities of any particular series issued hereunder when either (i) all Securities of that series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (except as to (A) rights of registration of transfer coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, and the Issuer's right of optional redemptionwhose surrender is not required or has been waived as provided in Section 305, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities or coupons of such series which shall have been replacedreplaced or paid as provided in Section 306, (C) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender is not required as provided in Section 1106 and (D) Securities and coupons of such series for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company or discharged from such trust, as provided in the last paragraph of Section 2.6, or paid 1003) have been delivered to the Trustee for the Securities of that series for cancellation or (bii) the Issuer shall have paid (A) all Securities of that series and any coupons appertaining thereto not theretofore delivered to Trustee for cancellation are due and payable by their terms within one year or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) payable by reason of the 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 under arrangements satisfactory to the Trustee upon the giving making of a notice of redemption, redemption and (ii) the Issuer shall have Company has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust an amount of cash in any combination of currency or currency unit in which the TrusteeSecurities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except as provided in Sections 311(b) and 311(d), in which case the deposit to be made with respect to Securities for which an election has occurred pursuant to Section 311(b) or a Conversion Event has occurred as provided in Section 311(d), shall be made in the currency or currency unit in which such Securities are payable as a result of such election or Conversion Event) sufficient to pay and discharge the entire indebtedness on such Securities and coupons not theretofore delivered to the Trustee for the Securities of that series for cancellation of principal, and premium, if any, and accrued and unpaid interest, if any, to the Stated Maturity or Redemption Date, as trust funds, (A) money in an amount or the case may be; (B) Government no Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing on the date of such deposit after giving effect thereto and no Event of Default under Section 501(4) or Section 501(5) shall have occurred and be continuing on the 123rd day after such date; (C) the Company has paid, or caused to be paid, all sums payable by it under this Indenture; and (D) the Company has delivered irrevocable instructions to the Trustee for the Securities which through of that series under this Indenture to apply the deposited money toward the payment of interest such Securities and principal will provide, no later than one day before coupons at the due date of payments in respect of Stated Maturity or the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 the principal of and interest on the outstanding Securities to the date of maturity or redemptionRedemption Date, as the case may be. The TrusteeIn addition, on demand of the Issuer accompanied by Company must deliver an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of that series stating that all conditions precedent to satisfaction and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectiondischarge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of of, premium, if any, and interest on all the Securities of any series outstanding hereunder, as and when the same shall have become due and payablepayable or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and delivered (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 2.9 and Securities for whose payment money has theretofore been deposited in trust as provided in Section 3.4) or (c) (i) all the Securities securities of such 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 (including, without limitation, by operation of any mandatory sinking fund) under arrangements satisfactory to the Trustee upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, (A) money in an funds the entire amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion currency or currency unit in which such Securities of a nationally recognized firm such series are payable (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) sufficient to pay (without investment or reinvestment of independent public accountants expressed in a written certification thereof any kind) at maturity or upon redemption all Securities of such series not theretofore delivered to the TrusteeTrustee for cancellation, to pay the principal of including principal, premium, if any, and interest on the outstanding Securities due or to the become due to such date of maturity or redemptionredemption date, as the case may be. The , and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of such Securities herein expressly provided for, and the Issuer’s right of optional redemption of such Securities, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities pursuant to Section 2.9, (iii) rights of the holders to receive payments of principal and premium, if any, thereof and interest thereon as and when the same shall become due and payable from the trust fund established pursuant to Section 10.1 (c) or Section 10.2, and remaining rights of the holders to receive mandatory sinking fund payments, if any from the trust fund established pursuant to Section 10.1 (c) or Section 10.2, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the holders of such 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 Issuer accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to Securities of such series. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer or the Guarantor shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunderhereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (cii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any 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 2.09) or (iii) (iA) all the Securities securities of such 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 upon for the giving of notice of redemption, and (iiB) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any one Securities of options (A)such series which shall have been destroyed, (Blost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest due or to become due on the outstanding Securities or prior to the such date of maturity or redemption, as the case may be. The , and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer or the Guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no 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 Securityholders of such 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 Issuer or the Guarantor accompanied by an Officers' ’ Certificate (or Guarantor’s Officer’s Certificate respectively) and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; 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 required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture If at any time (a) the Company shall cease have delivered to be the Trustee cancelled or for cancellation all Securities of further effect as to any Series theretofore authenticated and all outstanding unmatured coupons, if any, appertaining thereto (other than any Securities (except as to (A) rights of registration of transfer such Series and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, coupons appertaining thereto which shall have been destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, replaced or paid as provided in Section 2.62.09), or paid have been delivered to the Trustee for cancellation or (b) in the Issuer shall have paid or caused to be paid case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the Securities outstanding hereundertime of making the deposit referred to in clause (ii) below, as and when the same shall have become due and payable, or (c) (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or 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 upon for the giving of notice of redemption, and (ii) the Issuer Company or the Guarantor shall have irrevocably deposited deposit or caused cause to be deposited with the Trustee, Trustee as trust funds, (A) money funds the entire amount in an amount cash sufficient to pay at maturity or (B) Government upon redemption all such Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof not theretofore delivered to the TrusteeTrustee cancelled or for cancellation, to pay the including principal of and interest on the outstanding Securities due or to the become due to such date of maturity or date fixed for redemption, as the case may be. The , or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or 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 or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, 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 or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto), and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to the Securities of such Series. The Issuer Company agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered incurred by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionSecurities.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and will cease to be of further effect as to all outstanding Securities of any particular series issued hereunder when either (i) all Securities of that series theretofore authenticated and delivered (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities of such series which shall have been replacedreplaced or paid as provided in Section 306 and (B) Securities of such series for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company or discharged from such trust, as provided in the last paragraph of Section 2.6, or paid 1003) have been delivered to the Trustee for the Securities of that series for cancellation or (bii) (A) all Securities of that series not theretofore delivered to Trustee for cancellation are due and payable by their terms within one year or have become due and payable by reason of the Issuer shall have paid making of a notice of redemption and the Company has irrevocably deposited or caused to be paid the principal deposited with such Trustee as trust funds in trust an amount of and interest on cash in any combination of currency or currency unit in which the Securities outstanding hereunderof such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except as provided in Section 311(c), in which case the deposit to be made with respect to Securities for which or a Conversion Event has occurred as provided in Section 311(c), shall be made in the currency or currency unit in which such Securities are payable as a result of a Conversion Event) sufficient to pay and when discharge the same shall have become due and payable, or (c) (i) the entire indebtedness on such Securities not theretofore delivered to the Trustee for the Securities of that series for cancellation shall have become due of principal, and payablepremium, or are by their terms to become due if any, and payable within one year or are to be called for redemption under arrangements satisfactory accrued and unpaid interest, if any, to the Trustee upon Stated Maturity or Redemption Date, as the case may be; (B) no Event of Default or event which with the giving of notice or the lapse of redemptiontime, or both, would become an Event of Default shall have occurred and be continuing on the date of such deposit after giving effect thereto and no Event of Default under Section 501(4) or Section 501(5) shall have occurred and be continuing on the 123rd day after such date; (iiC) the Issuer shall have irrevocably deposited Company has paid, or caused to be paid, all sums payable by it under this Indenture; and (D) the Company has delivered irrevocable instructions to the Trustee for the Securities of that series under this Indenture to apply the deposited with the Trustee, as trust funds, (A) money in an amount or (B) Government Securities which through toward the payment of interest and principal will provide, no later than one day before such Securities at the due date of payments in respect of Stated Maturity or the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 the principal of and interest on the outstanding Securities to the date of maturity or redemptionRedemption Date, as the case may be. The TrusteeIn addition, on demand of the Issuer accompanied by Company must deliver an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of that series stating that all conditions precedent to satisfaction and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectiondischarge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee, Trustee as trust fundsfunds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto (Ax) money cash in an amount amount, or (By) Government in the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (Cz) a combination thereof, sufficient (without investment of such cash or reinvestment of any one of options (A), (Binterest or proceeds from such U.S. Government Obligations) or (C) being 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 (A) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is or may, through the outstanding repurchase, redemption or repayment at the option of the Issuer or the Holders thereof, become due and payable and (B) any mandatory sinking fund payments on the dates on which such payments are due and payable, in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer and the Issuer has delivered to the date Trustee an Officers' Certificate and an Opinion of maturity or Counsel, each stating that all conditions precedent herein provided for relating to such discharge of this Indenture have been complied with, then this Indenture shall cease to be of further effect with respect to the Securities of such Series and the Coupons appertaining thereto (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) or dates called for redemption, and remaining rights of the Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the case may be. The property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer and the rights of the Holders of the Securities under Sections 3.1, 3.2, 3.3 and Article Eight (solely insofar as it relates to the surviving rights and obligations with respect to the Securities under this Indenture)), and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (A) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (vi) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee, Trustee as trust funds34 40 funds for the purpose of making the following payments, (A) money specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto cash in an amount or sufficient (Bwithout investment of such cash) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (A) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is or may, through the outstanding repurchase, redemption or repayment at the option of the Issuer or the Holders thereof, become due and payable and (B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer and the Issuer has delivered to the date Trustee an Officers' Certificate and an Opinion of maturity or Counsel, each stating that all conditions precedent herein provided for relating to such discharge of this Indenture have been complied with, then this Indenture shall cease to be of further effect with respect to the Securities of such Series and the Coupons appertaining thereto (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) or dates called for redemption, and remaining rights of the Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the case may be. The property so deposited with the Trustee payable to all or any of them, and (vi) the rights and obligations of the Issuer and the Trustee and the rights of the Holders of the Securities under Sections 3.1, 3.2, 3.3 and Articles Eight and Ten (solely insofar as it relates to the surviving rights and obligations with respect to the Securities under this Indenture)) and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect as to all outstanding Securities (except as to (A) any surviving rights of registration of transfer or exchange of Securities herein expressly provided for, and any right to receive additional amounts as provided in Section 1004) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either (i) all Securities theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (A) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, and the Issuer's right of optional redemptionwhose surrender is not required or has been waived as provided in Section 305, (B) substitution of apparently mutilated, defaced, Securities and coupons which have been destroyed, lost or stolen Securitiesand which have been replaced or paid as provided in Section 306, (C) rights of Holders coupons appertaining to receive payments of principal thereof Securities called for redemption and interest thereonmaturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 1106, and (D) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the rights, obligations Company and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect thereafter repaid to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen Company or destroyed Securities which shall have been replaceddischarged from such trust, as provided in Section 2.6, or paid 1003) have been delivered to the Trustee for cancellation cancellation; or (bii) all such Securities and, in the Issuer shall have paid or caused case of (A) and (B) below, any coupons appertaining thereto not theretofore delivered to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall Trustee for cancellation (A) have become due and payable, or (cB) (i) the Securities not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable at their Stated Maturity Date within one year year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, as trust funds, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 the principal of and interest on the outstanding Securities to the date of maturity or redemption, as the case may be. The Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered redemption by the Trustee in connection with this Indenture or the Securities name, and to indemnify at the trust referred to in Section 10.2(a) for any tax liability and pay any expenses expense, of such trust not otherwise provided for pursuant to such Section.the Company, 21

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, If at any time (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iib) the Issuer shall have irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon such redemption, as trust fundsthe case may be, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (Ciii) a combination thereof, any one of options (A)sufficient, (B) or (C) being 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 (x) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto pursuant to Section 2.8 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 Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the date of maturity or redemptionextent to be exercised to make such call for redemption within one year, as (v) the case may be. The Trusteerights, on demand obligations, duties and immunities of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at Trustee hereunder, including those under Section 6.6, (vi) the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section.rights of

Satisfaction and Discharge of Indenture. This Indenture Unless otherwise set forth in the supplemental indenture, when (a) the Issuer shall cease deliver to be the Trustee for cancellation all Securities of further effect as to a series theretofore authenticated and all outstanding unmatured Coupons appertaining thereto (other than any Securities (except as to (A) rights of registration of transfer such series and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, Coupons appertaining thereto that have been destroyed, lost or stolen Securities, (C) rights and in lieu of Holders to receive payments of principal thereof or in substitution for which other Securities and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which Coupons shall have been replacedauthenticated and delivered) and not theretofore canceled, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal all Securities of a series and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) the Securities all Coupons appertaining thereto not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited deposit with the Trustee, as trust fundsin trust, (A) money in an amount funds sufficient to pay at maturity or (B) Government Securities which through the payment upon redemption of interest and principal will provide, no later than one day before the due date of payments in respect all of the SecuritiesSecurities of such series and Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto that shall have been mutilated, money destroyed, lost or stolen and in an amount lieu of or (Cin substitution for which other Securities and Coupons shall have been authenticated and delivered) a combination thereof, any one of options (A), (B) not theretofore canceled or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee for cancellation, to pay the including principal of and premium, if any, and interest on the outstanding Securities due or to the become due to such date of maturity or redemptionredemption date, as the case may be. The , accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if the Issuer shall also pay or cause to be paid all other sums payable thereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities of such series and of Coupons appertaining thereto, (ii) rights thereunder of such holders of Securities of such series and of Coupons appertaining thereto to receive payments of principal of and premium, if any, and interest on, such Securities and Coupons and the other rights, duties and obligations of holders of such Securities and Coupons, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel as required by Section 11.05 and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer ; the Issuer, however, hereby agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries or Coupons appertaining thereto.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time: (a) all outstanding Securities, except lost, stolen or destroyed Securities which the Company shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation all Debt Securities of a series theretofore authenticated (other than any Debt Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.07 and Debt Securities for whose payment money or Governmental Obligations have 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) the Issuer shall have paid or caused to be paid the principal all such Debt Securities of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) the Securities 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 upon for the giving of notice of redemption, and (ii) the Issuer Company shall have irrevocably deposited deposit or caused cause to be deposited with the Trustee, Trustee as trust funds, (A) money funds the entire amount in an amount moneys or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount Governmental Obligations or (C) a combination thereof, any one of options (A), (B) or (C) being 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 Debt Securities of that series not theretofore delivered to the Trustee for cancellation, including principal of (and premium, if any) and interest on the outstanding Securities due or to the become due to such date of maturity or date fixed for redemption, as the case may be. The , 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 if the Company has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and such opinion shall confirm that, the holders of the Debt Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel Company and at the cost and expense of the Issuer, Company shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection Indenture with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant respect to such Sectionseries. SECTION 11.02.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) any surviving rights of registration of transfer and exchangeor exchange of Securities herein expressly provided for), and the Issuer's right Trustee, at the expense of optional redemptionthe Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (B1) substitution of apparently mutilated, defaced, either (A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder which have been replaced or paid as provided in Section 306 and (Eii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the rights of the Securityholders as beneficiaries hereof with respect Company and thereafter repaid to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen Company or destroyed Securities which shall have been replaceddischarged from such trust, as provided in Section 2.6, or paid 1003) have been delivered to the Trustee for cancellation cancellation; or (bB) the Issuer shall have paid or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) the all such Securities not theretofore delivered to the Trustee for cancellation shall (i) have become due and payable, or are by their terms to (ii) will become due and payable at their Stated Maturity within one year year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee upon 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) the Issuer shall have irrevocably or (iii) above, has deposited or caused to be deposited with the Trustee, Trustee as trust funds, (A) money funds in trust for the purpose an amount or (B) Government sufficient to pay and discharge the entire indebtedness on such Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof not theretofore delivered to the TrusteeTrustee for cancellation, to pay the for principal of (and premium, if any) and interest on the outstanding Securities to the date of maturity such deposit (in the case of Securities which have become due and payable) or redemptionto the Stated Maturity or Redemption Date, as the case may be. The Trustee, on demand of ; 44 35 401,402,501 (2) the Issuer accompanied Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees Company to reimburse the Trustee for any costs or expenses (including under Section 607, the reasonable fees obligations of its counsel) there after reasonably and properly incurred, to compensate the Trustee for to any services thereafter reasonably and properly rendered by Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive. SECTION 402.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on such Securities can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iiB) the Issuer shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee, Trustee as trust fundsfunds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (Ax) money cash in an amount amount, or (By) Government in the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash in an amount amount, or (C) a combination thereof, any one of options (A)sufficient, (B) or (C) being 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 the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise) other than any redemption at the outstanding option of the Holder); and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then all of -52- 58 the Securities of such series and any Coupons appertaining thereto shall be deemed paid and discharged and the provisions of this Indenture with respect to such Securities and Coupons shall cease to be of further effect (except as to (1) rights of registration of transfer, exchange of Securities of such series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (3) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the stated due dates therefor (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise) other than any redemption at the option of the Holder) (but not upon acceleration), (4) the rights, obligations, duties and immunities of the Trustee hereunder, (5) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (6) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel which complies with Section 11.5 and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenturethe same. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and will cease to be of further effect as to all outstanding Securities Notes issued thereunder when either (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (ai) all outstanding Securities, such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Securities Notes which shall have been replaced, as provided in Section 2.6, replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Paying Agent or Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (cii) (iA) the Securities all such Notes not theretofore delivered to the Paying Agent or Trustee for cancellation shall have become due and payable, payable by reason of the making of a notice of redemption or are by their terms to otherwise or will become due and payable within one year or are to be called for redemption under arrangements satisfactory to the Trustee upon the giving of notice of redemption, and (ii) the Issuer shall have has irrevocably deposited or caused to be deposited with the Trustee, Paying Agent or Trustee as trust funds, (A) money funds in trust an amount or (B) Government Securities which through of money sufficient to pay and discharge the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof entire indebtedness on such Notes not theretofore delivered to the TrusteePaying Agent or Trustee for cancellation for principal, to pay the principal of premium, if any, and accrued and unpaid interest on the outstanding Securities and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur 44 Table of Contents 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 instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. The TrusteeIn addition, on demand of the Issuer accompanied by must deliver an Officers' ’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and at discharge have been satisfied. Upon such discharge, the cost and expense of Paying Agent shall deliver the Notes to the Issuer, shall execute proper instruments acknowledging such satisfaction marked “paid”, or at the option of the Paying Agent, destroy the Notes and discharging this Indenture. The provide a certificate to the Issuer agrees to reimburse and the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of certifying such trust not otherwise provided for pursuant to such Sectiondestruction.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and will cease to be of further effect as to all outstanding Securities of any particular series issued hereunder when either (i) all Securities of that series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (except as to (A) rights of registration of transfer coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, and the Issuer's right of optional redemptionwhose surrender is not required or has been waived as provided in Section 305, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities or coupons of such series which shall have been replacedreplaced or paid as provided in Section 306, (C) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender is not required as provided in Section 1106 and (D) Securities and coupons of such series for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company or the Guarantor or discharged from such trust, as provided in the last paragraph of Section 2.6, or paid 1003) have been delivered to the Trustee for the Securities of that series for cancellation or (bii) the Issuer shall have paid (A) all Securities of that series and any coupons appertaining thereto not theretofore delivered to Trustee for cancellation are due and payable by their terms within one year or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) payable by reason of the 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 under arrangements satisfactory to the Trustee upon the giving making of a notice of redemption, redemption and (ii) the Issuer shall have Company has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust an amount of cash in any combination of currency or currency unit in which the TrusteeSecurities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except as provided in Sections 311(b) and 311(d), in which case the deposit to be made with respect to Securities for which an election has occurred pursuant to Section 311(b) or a Conversion Event has occurred as provided in Section 311(d), shall be made in the currency or currency unit in which such Securities are payable as a result of such election or Conversion Event) sufficient to pay and discharge the entire indebtedness on such Securities and coupons not theretofore delivered to the Trustee for the Securities of that series for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, to the Stated Maturity or Redemption Date, as trust funds, (A) money in an amount or the case may be; (B) Government no Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 501(5) or Section 501(6) shall have occurred and be continuing on the 123rd day after such date; (C) the Company or the Guarantor has paid, or caused to be paid, all sums payable by it under this Indenture; and (D) the Company or the Guarantor, as the case may be has delivered irrevocable instructions to the Trustee for the Securities which through of that series under this Indenture to apply the deposited money toward the payment of interest such Securities and principal will provide, no later than one day before coupons at the due date of payments in respect of Stated Maturity or the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 the principal of and interest on the outstanding Securities to the date of maturity or redemptionRedemption Date, as the case may be. The TrusteeIn addition, on demand of the Issuer accompanied by Company must deliver an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of that series stating that all conditions precedent to satisfaction and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectiondischarge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest interest, if any, on all the Securities outstanding hereunder, of any series Outstanding hereunder as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Outstanding Securities of any series theretofore authenticated or (c) (i) all the Securities of such 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 reasonably satisfactory to the Trustee upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in cash (A) money other than moneys repaid by the Trustee or any paying agent to the Issuer in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (Baccordance with Section 9.05) or (C) being Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, sufficient in the opinion to pay at maturity or upon redemption all Outstanding Securities of a nationally recognized firm of independent public accountants expressed in a written certification thereof such series not theretofore delivered to the TrusteeTrustee for cancellation, including principal and interest, if any, due or to pay the principal of and interest become due on the outstanding Securities or prior to the such date of maturity or redemption, as the case may be. The , and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of Securities of such series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest, if any, thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, from funds deposited with the Trustee (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such 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 Issuer accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such series; provided that the rights of Holders of the Securities to receive amounts in respect of principal of and interest, if any, on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any Table of Contents costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and will cease to be of further effect as to all outstanding Securities Notes issued thereunder when either (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (ai) all outstanding Securities, such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Securities Notes which shall have been replaced, as provided in Section 2.6, replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Paying Agent or Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (cii) (iA) the Securities all such Notes not theretofore delivered to the Paying Agent or Trustee for cancellation shall have become due and payable, payable by reason of the making of a notice of redemption or are by their terms to otherwise or will become due and payable within one year or are to be called for redemption under arrangements satisfactory to the Trustee upon the giving of notice of redemption, and (ii) the Issuer shall have has irrevocably deposited or caused to be deposited with the Trustee, Paying Agent or Trustee as trust funds, (A) money funds in trust an amount or (B) Government Securities which through of money sufficient to pay and discharge the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof entire indebtedness on such Notes not theretofore delivered to the TrusteePaying Agent or Trustee for cancellation for principal, to pay the principal of premium, if any, and accrued and unpaid interest on the outstanding Securities and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes 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 instrument to which the Issuer, the -61- Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. The TrusteeIn addition, on demand of the Issuer accompanied by must deliver an Officers' ’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and at discharge have been satisfied. Upon such discharge, the cost and expense of Paying Agent shall deliver the Notes to the Issuer, shall execute proper instruments acknowledging such satisfaction marked “paid”, or at the option of the Paying Agent, destroy the Notes and discharging this Indenture. The provide a certificate to the Issuer agrees to reimburse and the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of certifying such trust not otherwise provided for pursuant to such Sectiondestruction.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (b1) the Issuer Company shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06) as and when the same shall have become due and payable, or (c2) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.06) or (3) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer Company shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 4.05) or, in the case of any series of Securities the payments on which may only be 40 made in Dollars, direct obligations of, or obligations guaranteed by, the United States of America, backed by its full faith and credit (A) money "U.S. Government Obligations"), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (X) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (Y) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Company's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (vi) the case may be. The obligations of the Company under Section 3.05) and the Trustee, on demand of the Issuer Company accompanied by an Officers' Officer's Certificate and an Opinion of Counsel which comply with Section 1.02 and at the cost and expense of the IssuerCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer Company agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant series. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to such Sectionthe Trustee under Section 6.06 and the obligations of the Trustee under Section 4.01 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities If at any time (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (ba)(i) the Issuer shall have paid or caused to be paid the principal of of, premium, if any, and interest interest, if any, on all the Securities outstanding hereunderOutstanding of any series (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iii) the Securities not theretofore Issuer shall have delivered to the Trustee for cancellation shall all Securities of any series theretofore authenticated (other than Securities which have become due been destroyed, lost or stolen and payablewhich have been replaced or paid as provided in Section 2.9), or are by their terms to become due and payable (b)(i) the Securities of any series mature within one year year, or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee upon for giving the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited deposits in trust with the Trustee, as trust funds, (A) money in an amount or (B) Government Securities which through funds 49 solely for the payment of interest and principal will provide, no later than one day before the due date of payments in respect benefit of the SecuritiesHolders, money in an amount or (C) U.S. Government Obligations or a combination thereofthereof sufficient, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof certificate delivered to the Trustee, without consideration of any reinvestment, to pay the principal of and premium and interest on the outstanding Securities to the date of maturity or redemption, as the case may be. The , and to pay all other sums payable by it hereunder, (iii) no Event of Default has occurred and is continuing on the date of the deposit, (iv) the deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound, and (v) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer (including all amounts, payable to the Trustee pursuant to Section 6.6), then, (x) after satisfying the conditions in clause (a), only the Issuer’s obligations under Sections 6.6 and 10.5, as applicable, will survive or (y) after satisfying the conditions in clause (b), only the Issuer’s or obligations in Article Two and Sections 3.1, 3.2, 6.6, 6.10, 10.5, 10.6 and 10.7 will survive, and, in either case, the Trustee, on demand of the Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging of this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section.Securities. ARTICLE ELEVEN MISCELLANEOUS PROVISIONS

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect as to all outstanding Securities (except as to (A) any surviving rights of registration of transfer or exchange of Securities herein expressly provided for, and exchangeany right to receive Additional Amounts, as provided in Section 1007), and the Issuer's right Trustee, at the expense of optional redemptionthe Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered and all coupons, if any, 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 Sectxxx 000, (Bxx) substitution of apparently mutilated, defaced, Securities and coupons which have been destroyed, lost or stolen Securitiesand which have been replaced or paid as provided in Sectxxx 000, (Cxxx) rights of Holders coupons appertaining to receive payments of principal thereof Securities called for redemption and interest thereonmaturing after the relevant Redemption Date, (D) the rightswhose surrender has been waived as provided in Section 1106, obligations and immunities of the Trustee hereunder and (Eiv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the rights of Company or the Securityholders as beneficiaries hereof with respect Guarantor and thereafter repaid to the property so deposited with Company or the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen Guarantor or destroyed Securities which shall have been replaceddischarged from such trust, as provided in Section 2.6, or paid 1003) and not theretofore cancelled have been delivered to the Trustee (or any other agent of the Company for such purpose) for cancellation; or (B) all such Securities and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered to the Trustee (or any other agent of the Company for such purpose) for cancellation or (bi) the Issuer shall have paid or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (cii) (i) the Securities not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable at their Stated Maturity within one year year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee upon for the giving of notice of redemption, and the Company or the Guarantor, in the case of (i), (ii) the Issuer shall have irrevocably or (iii) above, has deposited or caused to be deposited with the Trustee, Trustee as trust funds, (A) funds in trust for the purpose money in an amount or (B) Government sufficient to pay and discharge the entire indebtedness on such Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof coupons not theretofore delivered to the TrusteeTrustee for cancellation, for principal and any premium, interest and Additional Amounts to pay the principal of and interest on the outstanding Securities to 31 40 the date of maturity such deposit (in the case of Securities which have become due and payable) or redemptionto the Stated Maturity or Redemption Date, as the case may be. The Trustee, on demand of ; (2) the Issuer accompanied Company or the Guarantor has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the Issuer, shall execute proper instruments acknowledging such satisfaction of Company and discharging this Indenture. The Issuer agrees the Guarantor to reimburse the Trustee for any costs or expenses (including under Section 607, the reasonable fees obligations of its counsel) there after reasonably and properly incurred, to compensate the Trustee for to any services thereafter reasonably and properly rendered by Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive. SECTION 402.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9), as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of such series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities and Coupons appertaining thereto of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact or maximum amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (x) shall have become due and payable, payable or (y) 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than monies repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4), specifically pledged as security for, and dedicated solely to the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (Ax) money cash in an amount amount, or (By) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Securities which through Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the payment availability of interest and principal will provide, no cash not later than one day before the due date of payments in respect of the Securities, money in an amount or (Cz) a combination thereof, sufficient (without investment of such cash or reinvestment of any one of options (A), (Binterest or proceeds from such U.S. Government Obligations) or (C) being 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 the principal of and interest on the outstanding all Securities to the of such series and Coupons appertaining thereto on each date of that such principal or interest is due and payable (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise) including any redemption at the option of the Holder); and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, all of the Securities of such series and any Coupons appertaining thereto shall be deemed paid and discharged and the provisions of this Indenture with respect to such Securities and Coupons shall cease to be of further effect (except as to (i) rights of registration of transfer, and exchange of Securities of such series or Coupons appertaining thereto, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced or apparently destroyed, lost or stolen Securities or Coupons, (iii) rights of the Holders of Securities and Coupons appertaining thereto to receive from the property so deposited payments of principal thereof and interest on the original stated due dates therefor (but not upon acceleration) or the Redemption Date therefor, as the case may be. The be and remaining rights of Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder, including any right to compensation, reimbursement of expenses and indemnification under Section 6.6, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vi) the obligations of the Issuer under Sections 3.2, 3.3 and 3.4, Article Ten and Article Twelve), and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel Counsel, which complies with Section 11.5, stating that the provisions of this Section have been complied with and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. In addition, in connection with the satisfaction and discharge pursuant to clause (c)(i)(y) above, the Trustee shall give notice to the Holders of Securities of such satisfaction and discharge. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities Securities. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to indemnify the trust referred to in Trustee under Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section6.6 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer shall Company will have paid or caused to be paid the principal of and interest on all of the Securities outstanding hereunderof any series Outstanding hereunder and all Coupons (other than Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iii) the Company will have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all Coupons (other than any Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on such Securities can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all Coupons 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 upon for the giving of notice of redemption, and (iiB) the Issuer shall Company will have irrevocably deposited or caused to be irrevocably deposited with the Trustee, Trustee as trust fundsfunds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Securities of such series and Coupons, (Ax) money cash in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 10.4) or (y) in the case of any series of Securities the payments on which may be made only in Dollars, direct obligations of the United States, backed by its full faith and credit ("U.S. GOVERNMENT Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (Cz) a combination thereof, any one of options (A)sufficient, (B) or (C) being 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 the principal of and interest on all Securities of such series and all Coupons on each date that such principal or interest is due and payable (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise) other than any redemption at the outstanding option of the Holder); and if, in any such case, the Company will also pay or cause to be paid all other sums payable hereunder by the Company, then all of the Securities of such series and any Coupons will be deemed paid and discharged and the provisions of this Indenture with respect to such Securities and such Coupons cease to be of further effect (except as to (1) rights of registration of transfer, exchange of Securities of such series and any Coupons and the Company's right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (3) rights of Holders of Securities and Coupons to receive payments of principal thereof and interest thereon, upon the stated due dates therefor (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise) other than any redemption at the option of the Holder, but not upon acceleration), (4) the rights, obligations, duties and immunities of the Trustee hereunder, (5) the rights of the Holders of Securities of such series and any Coupons as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemption, as them and (6) the case may be. The obligations of the Company under Section 3.2 and (D) the Trustee, on demand of the Issuer Company accompanied by an Officers' Officer's Certificate and an Opinion of Counsel which complies with Section 11.5 (stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the IssuerCompany, shall will execute proper instruments acknowledging such satisfaction of and discharging this Indenturethe same. The Issuer Company agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer Company shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any Series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such Series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) 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 any Series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such Series and Coupons appertaining thereto which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any Series of Securities where the exact amount (including the currency of payment) of principal of and interest due on such Securities can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer Company shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount (A) money other than moneys repaid by the Trustee or any Paying Agent to the Company in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (Baccordance with Section 10.4) or (C) being sufficient Government Obligations maturing as to principal and interest in such amounts and at such times as will ensure the availability of cash 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 (A) the principal of and interest on all Securities of such Series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such Series and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such Series, then this Indenture shall cease to be of further effect with respect to Securities of such Series (except as to (i) rights of registration of transfer and exchange, and the Company's right of optional redemption (provided the Company provides sufficient funds to effect such optional redemption), (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders 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 Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder, (v) the rights of the Securityholders of such Series and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem and (vi) rights of Holders to exercise any conversion rights of Securities of any Series herein expressly provided for)), as and, subject to Section 10.5, the case may be. The Trustee, on demand of the Issuer Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such Series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer Company agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or and the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionSeries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed The following provisions shall apply to the Securities which shall have been replaced, as of each series unless specifically otherwise provided in a Board Resolution, Officer’s Certificate or supplemental indenture provided pursuant to Section 2.6, or paid have been delivered to the Trustee for cancellation or 2.3. If at any time (bi) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any 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 2.9) or (iii) in the case of any series of Securities where the exact amount of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such 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 upon for the giving of notice of redemption, and (iiB) the Issuer shall have irrevocably deposited or caused to be deposited with the TrusteeTrustee funds in trust the entire amount in (1) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.4), (2) U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon such redemption, as trust fundsthe case may be, (A) money in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C3) a combination thereof, any one of options (A)sufficient, (B) or (C) being 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 (x) the principal of and interest on all Securities of such series on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series pursuant to Section 2.8 and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities (iii) rights of holders of Securities pursuant to Section 2.8 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 Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (v) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem, as and (vi) the case may be. The obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel complying with Section 10.5 and at the cost and expense of the Issuer, 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 required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer Company shall have paid or caused to be paid the principal of of, premium, if any, and interest on all the Securities outstanding hereunderof any Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) 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 any Series and Coupons, if any, appertaining thereto theretofore authenticated (other than any Securities of such Series and Coupons which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (c) (i) all the Securities of such Series and Coupons, if any, appertaining thereto 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 upon for the giving of notice of redemption, redemption and (ii) the Issuer Company shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in the Currency required and/or the required Government Obligations maturing as to principal, (A) money premium, if any, and interest in an amount or (B) Government Securities which through such amounts and at such times as will, in aggregate, ensure the payment availability of interest and principal will providecash sufficient, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent certified public accountants expressed accountants, to pay at maturity or upon redemption all Securities of such Series and Coupons, if any, appertaining thereto (other than any Securities of such Series and Coupons, if any, appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in a written certification thereof Section 2.09) not theretofore delivered to the TrusteeTrustee for cancellation, to pay the principal of including principal, premium, if any, and interest on the outstanding Securities due or to the become due to such date of maturity or redemption, as the case may be. The , and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such Series and Coupons, if any, appertaining thereto, then this Indenture shall cease to be of further effect with respect to Securities of such Series and Coupons, if any, appertaining thereto (except as to (A) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (B) substitution of mutilated, defaced, destroyed, lost or stolen Securities and Coupons, (C) rights of Holders to receive payments of principal thereof, premium, if any, and 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, (D) the rights, obligations and immunities of the Trustee hereunder, and (E) the rights of the Securityholders of such Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and, subject to Section 10.06, the Trustee, on demand of upon request by the Issuer Company pursuant to a Company Order accompanied by an a Company Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCounsel, shall execute proper instruments acknowledging such satisfaction and discharge of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the with respect to Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionSeries and Coupons, if any, appertaining thereto.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) any surviving rights of registration of transfer and exchangeor exchange of Securities herein expressly provided for), and the Issuer's right Trustee, on written demand of optional redemptionand at the expense of the Company, shall execute instruments supplied by the Company acknowledging satisfaction and discharge of this Indenture, when (B1) substitution of apparently mutilated, defaced, either (A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder which have been replaced or paid as provided in Section 306 and (Eii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the rights of the Securityholders as beneficiaries hereof with respect Company and thereafter repaid to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen Company or destroyed Securities which shall have been replaceddischarged from such trust, as provided in Section 2.6, or paid 1003) have been delivered to the Trustee for cancellation cancellation; or (bB) the Issuer shall have paid or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) the all such Securities not theretofore delivered to the Trustee for cancellation shall (i) have become due and payable, or are by their terms to (ii) will become due and payable at their Stated Maturity within one year year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee upon 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) the Issuer shall have irrevocably or (iii) above, has deposited or caused to be deposited with the Trustee, Trustee as trust funds, (A) money funds in trust for the purpose an amount or (B) Government sufficient to pay and discharge the entire indebtedness on such Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof not theretofore delivered to the TrusteeTrustee for cancellation, to pay the for principal of and interest on the outstanding Securities to the date of maturity such deposit (in the case of Securities which have become due and payable) or redemptionto the Stated Maturity or Redemption Date, as the case may be. The Trustee, on demand of ; (2) the Issuer accompanied Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees Company to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurredunder Section 607 and, to compensate if money shall have been deposited with the Trustee for any services thereafter reasonably and properly rendered by pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee in connection with this Indenture or under Section 402 and the Securities and to indemnify the trust referred to in last paragraph of Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (bi) the Issuer or the Guarantor shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in ‎Section 2.09) as and when the same shall have become due and payable, or (c) (iii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in ‎Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (iiB) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with ‎Section 10.04) or, (A) money in an amount or (B) Government the case of any series of Securities the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (1) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer or the Guarantor with respect to the date Securities of maturity or such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series and the Coupons appertaining thereto (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto 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 Holders 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 and Coupons appertaining thereto as beneficiaries hereof with respect to the case may be. The property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer under ‎Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor, as the case may be, accompanied by an Officers' Officer’s Certificate of the Issuer or the Guarantor, as the case may be, and an Opinion of Counsel and at the cost and expense of the IssuerIssuer or the Guarantor, as the case may be, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture as to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or If at any time (ba) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderNotes of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Notes of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.7) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Notes of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Notes of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.7) or (c) in the case of any series of Notes where the exact or maximum amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities Notes of such series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust fundsfunds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.4), (A) money or, in an amount or (B) Government Securities the case of any series of Notes the payments on which through the payment of interest and principal will providemay only be made in Dollars, no later than one day before the due date of payments in respect direct obligations of the SecuritiesUnited States of America, money backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in an amount such amounts as will insure the availability of cash, or (C) a combination thereof, any one of options (A), (B) or (C) being 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 (A) the principal of and interest on all Notes of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments applicable to Notes of such Series on the outstanding Securities dates on which such payments are due and payable in accordance with the terms of the Indenture and the Notes of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to the date Notes of maturity or such series, then this Indenture with respect to the Notes of such series shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Notes of such series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes or Coupons, (iii) rights of Holders of Notes and Coupons appertaining thereto 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 Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and (v) the rights of the Holders of Notes of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the case may be. The property so deposited with the Trustee payable to all or any of them) and the Trustee, on demand of the Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to the Notes of such series and coupons appertaining thereto; provided, that the rights of Holders of the Notes and Coupons to receive amounts in respect of principal of and interest on the Notes and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Notes are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses Notes of such trust not otherwise provided for pursuant to such Sectionseries.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to a) If at any time (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer Company shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (c) (iB) the Company shall have delivered to the Trustee for cancellation all Securities of any Series and Coupons theretofore authenticated (other than any Securities of such Series and Coupons which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c)(i) all the Securities of such Series and Coupons 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 upon for the giving of notice of redemption, and (ii) the Issuer Company shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount in the currency or currency unit required (A) money other than moneys repaid by the Trustee or any Paying Agent to the Company in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (Baccordance with Section 10.4) or (C) being sufficient Government Obligations maturing as to principal and interest in such amounts and at such times as will ensure the availability of cash sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed accountants, to pay at maturity or upon redemption all Securities of such Series and Coupons (other than any Securities of such Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in a written certification thereof Section 2.9) not theretofore delivered to the TrusteeTrustee for cancellation, to pay the including principal of and interest on the outstanding Securities due or to the become due to such date of maturity or redemption, as the case may be. The , and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such Series and Coupons, then this Indenture shall cease to be of further effect with respect to Securities of such Series and Coupons (except as to (i) rights of registration of transfer and exchange, and the Company's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities and Coupons, (iii) rights of Holders 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 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 Securityholders of such Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and, subject to Section 10.5, the Trustee, on demand of the Issuer Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such Series; provided, that the rights of Holders of the Securities and Holders of Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer Company agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or Indenture, the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionSeries and Coupons.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when If at any time (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (b) the Issuer Corporation shall have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunderof any Series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such Series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Corporation shall have delivered to the Trustee for cancellation all Securities of any Series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such Series and Coupons appertaining thereto which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any Series of Securities where the exact amount (including the currency of payment) of principal of and interest due on such Securities can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured Coupons appertaining thereto 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 upon for the giving of notice of redemption, and (ii) the Issuer Corporation shall have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, funds the entire amount (A) money other than moneys repaid by the Trustee or any Paying Agent to the Corporation in an amount or (B) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (Baccordance with Section 10.4) or (C) being Government Obligations maturing as to principal and interest in such amounts and at such times as will ensure the availability of cash 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 (A) the principal of and interest on all Securities of such Series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments on the outstanding dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such Series, and if, in any such case, the Corporation shall also pay or cause to be paid all other sums payable hereunder by the Corporation with respect to Securities of such Series, then this Indenture shall cease to be of further effect with respect to Securities of such Series (except as to (i) rights of registration of transfer and exchange, and the Corporation's right of optional redemption (provided the Corporation provides sufficient funds to effect such optional redemption), (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders 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 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 Securityholders of such Series and Coupons appertaining thereto as beneficiaries hereof with respect to the date property so deposited with the Trustee payable to all or any of maturity or redemptionthem), as and, subject to Section 10.5, the case may be. The Trustee, on demand of the Issuer Corporation accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCorporation, shall execute proper instruments acknowledging such satisfaction of and discharging this IndentureIndenture with respect to such Series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer Corporation agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after thereafter reasonably and properly incurred, incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or and the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such SectionSeries.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged with respect of the Notes of a particular tranche and will cease to be of further effect as to all outstanding Securities (except as to (A) rights Notes of registration of transfer such tranche issued thereunder and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, all obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof Guarantor with respect to the property so deposited Notes of such tranche, including the Guarantees with respect to the Trustee under the provisions Notes of this Section 10.1) such tranche, when either (a) all outstanding Securities, such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Securities Notes of such tranche which shall have been replaced, as provided in Section 2.6, replaced or paid and Notes of such tranche for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation cancellation; or (bb)(i) the Issuer shall have paid or caused to be paid the principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due and payable, or (c) (i) the Securities all such Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, payable by reason of the mailing of a notice of redemption or are by their terms to otherwise or will become due and payable within one year and the Company or are to be called for redemption under arrangements satisfactory to the Trustee upon the giving of notice of redemption, and (ii) the Issuer shall have Guarantor has irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds, (A) funds in trust an amount of money in an amount U.S. dollars or (B) Government Securities which through or any combination thereof sufficient to pay and discharge the payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof entire indebtedness on such Notes not theretofore delivered to the TrusteeTrustee for cancellation for principal, to pay the principal of premium, if any, accrued and unpaid interest on the outstanding Securities and Additional Amounts, if any, to the date of maturity or redemption; (ii) no Default with respect to the Notes of such tranche shall have occurred within 91 days 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 instrument to which the Company or the Guarantor is a party or by which it is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it with respect to the Notes of such tranche under this Indenture; and (iv) the Company or the Guarantor has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the redemption date, as the case may be. The TrusteeIn addition, on demand with respect to clause (b) of the Issuer accompanied by preceding sentence, the Company or the Guarantor shall have (i) delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes or United Kingdom income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (ii) if such Notes are then listed on any securities exchange, delivered to the Trustee an Opinion of Counsel to the effect that such deposit, defeasance and discharge will not cause such Notes to be delisted; and (iii) delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCounsel, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection complying with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section12.4.