Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect to the Securities of a particular series, when (a) either (i) all Securities of such series that have been authenticated and, except for lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have not been delivered to the Trustee for cancellation (1) have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Securities Trustee, on written demand of a particular seriesand at the expense of the Company, shall execute instruments supplied by the Company acknowledging satisfaction and discharge of this Indenture, when (a1) either (iA) all Securities of such series that theretofore authenticated and delivered (other than (i) Securities which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 3.6 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (iiB) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1i) have become due and payable, or (2ii) will become due and payable at their stated maturity Maturity within one year year, or (3iii) if redeemable in accordance with at the terms option of such Securitiesthe Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) , of the Company and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, purpose in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Maturity or redemption dateRedemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii3) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.5 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will cease to be of further effect shall discharge with respect to the Securities Collateral securing the Notes except as to (a) rights of a particular seriesregistration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.3, 3.4, 3.5, 3.8, 3.10 and 3.12, (e) the rights, obligations under this Article IV and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand and at the expense and on behalf of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (ai) either (iA) all Securities of such series Notes theretofore authenticated and delivered (other than (1) Notes that have been authenticated andmutilated, except for lostdestroyed, lost or stolen or destroyed Securities of such series and that have been replaced or paid as provided in Section 2.5 and Securities of such series (2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuing Entity and thereafter repaid paid to the CompanyPersons entitled thereto or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (iiB) all Securities of such series that have Notes not been theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable, (2) will become due and payable at their stated maturity within one year either because the applicable Final Scheduled Payment Date is within one year or because the Indenture Trustee has received written notice of the exercise of the option granted pursuant to Section 15.1 of the Exchange Note Servicing Supplement or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the Company’s name, and at the Company’s expense; , of the Issuing Entity, and the Issuing Entity, in the case of clauses (b)(i1), (2) the Company or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee as trust funds cash or direct obligations of or obligations guaranteed by the United States (that will mature prior to the date such amounts are payable), in trust solely for the benefit of the Holders of Securities of such seriespurpose, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire indebtedness on such Notes (including all Principal, premium, if any, interest and interestany fees and expenses due and payable to the Owner Trustee and the Indenture Trustee) on such series of Securities not theretofore delivered to the Indenture Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior cancellation, when due, to the date of such deposit) applicable Final Scheduled Payment Date for each Class, or to the stated maturity or Redemption Date (if Notes shall have been called for redemption datepursuant to Section 10.1), as the case may be; (ii) the Company Issuing Entity has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesIssuing Entity; and (iii) the Company Issuing Entity has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Indenture Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 11.1 and, subject to Section 11.2, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been complied with (and, in the case of an Officer’s Certificate, stating that the Rating Agency Condition has been satisfied; provided, that, with respect to a redemption of the Notes pursuant to Section 10.1 or if the Depositor (or any of its Affiliates) is the sole Noteholder, the satisfaction of the Rating Agency Condition shall not be required).

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (A) If at any time (i) the Company shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series that and Coupons appertaining thereto which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.09) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that the Company shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(ib) the Company has shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness amount in (including all Principal, premium, if any, and interesti) on such series of Securities not delivered cash (other than moneys repaid by the Trustee or any Paying Agent to the Trustee for cancellation Company in accordance with Section 11.04), (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 series that have become due times and payable on in such amounts as will insure the availability of cash sufficient to pay at such Maturity or prior to the date of upon such deposit) or to the stated maturity or redemption dateredemption, as the case may be, or (iii) a combination thereof, 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 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 dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (iix) 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 Company has paid shall also pay or caused 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 therefore (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 extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the indenture 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 (vii) the obligations of the Company under Section 4.03 and the Trustee, on demand of the Company accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease If at any time (i) the Issuer shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series that and Coupons appertaining thereto which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.09) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that the Issuer shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(iB) the Company has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust solely for cash (other than moneys repaid by the benefit Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, 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, or a combination thereof, 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 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 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 Securities of 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 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 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 as to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in amounts as will respect of principal of and interest on the Securities and Coupons held by them shall not be sufficient, without consideration delayed longer than required by then-applicable mandatory rules or policies of any reinvestment of interest, securities exchange upon which the Securities are listed. The Issuer agrees to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to reimburse the Trustee for cancellation (any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in the case of Securities of such series that have become due and payable on connection with this Indenture or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (A) If at any time (i) the Issuer shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series that and Coupons appertaining thereto which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.9) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that the Issuer shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(ib) the Company has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely 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 the case may be, or (iii) a combination thereof, 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 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 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 extent to be exercised to make such call for redemption within one year, (v) the benefit rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of Securities of such seriesseries 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 (vii) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an 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 amounts as will respect of principal of and interest on the Securities and Coupons held by them shall not be sufficient, without consideration delayed longer than required by then-applicable mandatory rules or policies of any reinvestment of interest, securities exchange upon which the Securities are listed. The Issuer agrees to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to reimburse the Trustee for cancellation (any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in the case of Securities of such series that have become due and payable on connection with this Indenture or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series that and Coupons appertaining thereto which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.09) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that the Issuer shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(iB) the Company has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust solely for cash (other than moneys repaid by the benefit Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, 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, or a combination thereof, 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 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 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 Securities of 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 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 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 as to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in amounts as will respect of principal of and interest on the Securities and Coupons held by them shall not be sufficient, without consideration delayed longer than required by then-applicable mandatory rules or policies of any reinvestment of interest, securities exchange upon which the Securities are listed. The Issuer agrees to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to reimburse the Trustee for cancellation (any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in the case of Securities of such series that have become due and payable on connection with this Indenture or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will upon a Company Request cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Securities Trustee, at the expense the Company, will execute proper instruments acknowledging satisfaction and discharge of a particular seriesthis Indenture, when when: (a) either (i) all Securities of such series that theretofore authenticated and delivered (other than (A) Securities which have been authenticated anddestroyed, except for lost, or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.07 and (B) Securities for the payment of such series for whose payment which money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 6.03) have been delivered to the Trustee for cancellation; cancellation or (ii) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1A) have become due and payable, (2B) will become due and payable at their stated maturity Stated Maturity within one year year, or (3C) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of clause (b)(iA), (B), or (C) the Company above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (iib) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 9.06, the obligations of the Trustee to any Authenticating Agent under Section 9.13, and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 12.01, the obligations of the Trustee under Sections 6.03(e) and 12.02, will survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (A) If at any time (a) the Issuer shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series and Coupons appertaining thereto that have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series and that have been replaced or paid as provided in Section 2.9) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (iib) all Securities of such series that the Issuer shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(iii) the Company has Issuer shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely for to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto (x) cash in an amount, or (y) 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, or (z) a combination thereof, sufficient (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) 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 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 amounts as will be sufficientany such case, without consideration of any reinvestment of interest, to the Issuer shall also pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused cause to be paid all other sums payable under hereunder by the indenture in respect of Issuer and the Securities of such series; and (iii) the Company Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and 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 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 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 thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such satisfaction and discharge have been satisfiedseries.

Satisfaction and Discharge of Indenture. Except as Unless otherwise provided with respect to such the Securities of any series pursuant to as contemplated under Section 2.03301, this Indenture will shall be discharged and will shall cease to be of further effect with respect as to the all Securities of a any particular series, series issued hereunder when (a) either (i) all Securities of such that series that have been theretofore authenticated and, and delivered (except for (A) lost, stolen or destroyed Securities of such series that which have been replaced or paid as provided in Section 306, and (B) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyIssuer or discharged from such trust, as provided in the last paragraph of Section 1003) have been delivered to the Trustee for cancellation; the Securities of that series for cancellation or (ii) (A) all Securities of such that series that have not been theretofore delivered to the Trustee for cancellation (1) are due and payable by their terms within one year or have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with by reason of the terms making of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption by and the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company Issuer has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust solely an amount of cash in any combination of currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, ) sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to the Trustee for cancellation (in the case of Securities of such that series that have become due for cancellation for principal (and payable on or prior premium, if any) and accrued and unpaid interest, if any, to the date of such deposit) Stated Maturity or to the stated maturity or redemption dateRedemption Date, as the case may be; (iiB) 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; (C) the Company Issuer has paid paid, or caused to be paid paid, all other sums payable by it under the indenture in respect of the Securities of such seriesthis Indenture; and (iiiD) the Company Issuer has delivered irrevocable instructions to the Trustee for the Securities of that series under the this Indenture to apply the deposited money toward the payment of the such Securities at maturity the Stated Maturity or on the redemption dateRedemption Date, as the case may be. In addition, and (c) the Company shall have delivered to the Trustee Issuer must deliver an Officers’ Certificate and an Opinion of Counsel, each Counsel to the Trustee for the Securities of that series stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will upon a Company Request cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Securities Trustee, at the expense the Company, will execute proper instruments acknowledging satisfaction and discharge of a particular seriesthis Indenture, when when: (a) either (i) all Securities of such series that theretofore authenticated and delivered (other than (A) Securities which have been authenticated anddestroyed, except for lost, or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.07 and (B) Securities for the payment of such series for whose payment which money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 6.03) have been delivered to the Trustee for cancellation; cancellation or (ii) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1A) have become due and payable, (2B) will become due and payable at their stated maturity Stated Maturity within one year year, or (3C) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of clause (b)(iA), (B), or (C) the Company above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (iib) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 10.06, the obligations of the Company to any Authenticating Agent under Section 10.13, and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 13.01, the obligations of the Trustee under Sections 6.03(e) and 13.02, will survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged with respect of the Debt Securities of any series and will cease to be of further effect with respect as to the all Debt Securities of a particular seriesissued thereunder, when either (a) either (i) all Debt Securities of such series that have been theretofore authenticated and, and delivered (except for lost, stolen or destroyed Debt Securities of such series that have been replaced or paid and Debt Securities of such series 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, ) have been delivered to the Trustee for cancellation; or (iib)(i) all Debt Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1) have become due and payable, (2) payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit an amount of the Holders of money in U.S. dollars or U.S. Government Securities of such series, in amounts as will be sufficient, without consideration of or any reinvestment of interest, combination thereof sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on the Debt Securities of such series of Securities not theretofore delivered to the Trustee for cancellation for principal and accrued and unpaid interest to the date of maturity or redemption; (in ii) no Default with respect to the case of Debt Securities of such series that shall have become due and payable on or prior to the date occurred within 91 days of such deposit) 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 stated maturity Company is a party or redemption date, as the case may beby which it is bound; (iiiii) the Company has paid or caused to be paid all other sums payable under by it with respect to the indenture in respect of the Debt Securities of such seriesseries under this Indenture; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under the this Indenture to apply the deposited money toward the payment of the Debt Securities of such series at maturity or on the redemption dateRedemption Date, as the case may be. In addition, and with respect to clause (cb) of the preceding sentence, the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such specified herein relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (a) If at any time (i) the Issuer or the Guarantor shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder (a) either (i) all other than Securities of such series that which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.09) as and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by when the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have not been delivered to the Trustee for cancellation (1) same shall have become due and payable, or (2ii) will the Issuer or the Guarantor shall have delivered to the Securities Administrator 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) 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 not theretofore delivered to the Securities Administrator for cancellation shall have become due and payable, or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee Securities Administrator for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(iB) the Company has Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee Securities Administrator as trust funds the entire amount in trust solely for cash (other than monies repaid by the benefit Securities Administrator or any paying agent to the Issuer in accordance with Section 10.04 or, 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, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Securities Administrator, to pay (1) the principal and interest on all Securities of such series on each date that such principal or interest is due and payable and (2) 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 or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer or the Guarantor, as the case may be, 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 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 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 and the Securities Administrator hereunder, (v) the rights of the Holders of Securities of such series, in amounts series as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered beneficiaries hereof with respect to the property so deposited with the Trustee for cancellation and/or the Securities Administrator payable to all or any of them and (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (iivi) the Company has paid or caused to be paid all other sums payable under the indenture in respect obligations of the Securities of such series; Issuer and (iiithe Guarantor under Section 3.02) the Company has delivered irrevocable instructions to and the Trustee under and the Indenture to apply the deposited money toward the payment Securities Administrator, on demand of the Securities at maturity Issuer or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee Guarantor accompanied by an Officers’ Certificate or a Guarantor’s Officers’ Certificate and an Opinion of CounselCounsel and at the cost and expense of the Issuer, each stating shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the Indenture has been satisfied rights of Holders of the Securities to receive amounts in respect of principal of and discharged 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 and that all conditions precedent the Guarantor agree to reimburse the Trustee and the Securities Administrator for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee and the Securities Administrator for any services thereafter reasonably and properly rendered by the Trustee and the Securities Administrator in connection with this Indenture or the Securities of such satisfaction and discharge have been satisfiedseries.

Satisfaction and Discharge of Indenture. Except as otherwise provided SECTION 6.1. Satisfaction and discharge of Indenture with respect to Debt Securities of any series. If (a) the Company shall deliver to the Trustee for cancellation all Debt Securities of any series theretofore authenticated (other than any such Debt Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other such Debt Securities shall have been authenticated and delivered or Debt Securities for whose payment money (or other form of payment if permitted by the terms of such Debt Securities) has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 6.3) and not theretofore cancelled, or (b) the Company shall irrevocably deposit (subject to Section 6.3) with the Trustee or Paying Agent as trust funds the entire amount in cash or U.S. Government Obligations sufficient to pay at maturity or upon redemption all of the Debt Securities of such series (other than any Debt Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Debt Securities shall have been authenticated and delivered or Debt Securities for whose payment money (or other form of payment if permitted by the terms of such Debt Securities) has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 6.3) not theretofore paid, surrendered or delivered to the Trustee for cancellation, including the principal, premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company and the Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of this Indenture with respect to the Debt Securities of such series have been complied with (and, in the event that such deposit shall be made more than one year prior to the maturity of the Debt Securities of such series, such Opinion of Counsel shall also state that such deposit will not result in an obligation of the Company, the Trustee or the trust fund created by such deposit to register as an investment company under the Investment Company Act of 1940, as amended) and a certificate (upon which the Trustee may rely) of a firm of independent public accounts of recognized national standing selected by the Board of Directors (who may be the regular accountants employed by the Company) stating that the cash, if any, and U.S. Government Obligations, if any, deposited as set forth above are sufficient to pay at maturity or upon redemption all of the Debt Securities of such series as set forth above, then, except with respect to the remaining rights of conversion of any Debt Securities the terms of which provide for conversion (which shall continue in full force and effect pursuant to Section 2.03the terms set forth in Article XIII to the extent provided for in such terms) or to rights of exchange or registration of transfer or of the Company's right of optional redemption of any Debt Securities of such series, this Indenture will be discharged and will shall cease to be of further effect with respect to the Securities of a particular series, when (a) either (i) all Securities of such series that have been authenticated and, except for lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have not been delivered to the Trustee for cancellation (1) have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Debt Securities of such series, in amounts as will be sufficientand the Trustee, without consideration on demand of any reinvestment and at the cost and expense of interestthe Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Debt Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Debt Securities of such series, the obligations of the Company and the Guarantors to the Trustee under Section 11.2 shall survive, and if moneys or U.S. Government Obligations shall have been irrevocably deposited with the Trustee or Paying Agent pursuant to clause (b) of this Section, the obligations of the Trustee under Section 6.2 and the first paragraph of Section 6.3 shall survive. In order to have money available on a payment date to pay and discharge the entire indebtedness (including all Principalprincipal of, premium, if any, and or interest) , if any, on such series of Securities not delivered the Debt Securities, the U.S. Government Obligations shall be payable as to the Trustee for cancellation (in the case of Securities of such series that have become due and payable principal or interest on or prior to before such payment date in such amounts as will provide the date of such deposit) or to necessary money. Such U.S. Government Obligations shall not be callable at the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfiedissuer's option.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall cease to be of further effect with respect to the Securities of a particular series, when (a) either Notes except as to (i) all Securities rights of such series that have been authenticated andNoteholders to receive payments of principal thereof and interest thereon and any other amount due to Noteholders, except for lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities Sections 8.1, 11.6, 11.12, 12.2, 12.5(b), 15.16 and 15.17, (iii) the rights, obligations and immunities of such series that have not been delivered the Trustee hereunder (including the rights of the Trustee under Sections 11.6 and 11.17 and the obligations of the Trustee under Section 12.2) and (iv) the rights of Noteholders as beneficiaries hereof with respect to the property deposited with the Trustee for cancellation (1) have become due as described below payable to all or any of them, and payablethe Trustee, (2) will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, an Issuer Order and at the Company’s expense; expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes (b)(iand their related Secured Parties), and release its Lien in the Receivables Trust Certificate and all Collections with respect thereto received on or after the date of the deposit of the Discharge Amount (as described in the immediately succeeding paragraph) (and, notwithstanding anything in the Company Transaction Documents to the contrary, the Issuer may sell or otherwise distribute the Receivables) on the Business Day (the “Indenture Termination Date”) on which the Issuer has paid, caused to be paid or irrevocably deposited or caused to be irrevocably deposited with in the Trustee as trust applicable Payment Account and any applicable Series Account funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, sufficient to pay in full all Issuer Obligations and discharge the entire indebtedness (including all Principal, premiumCollateral Interests, if anyany (the “Discharge Amount”), and interest) on such series of Securities not the Issuer has delivered to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption datea Conn Officer’s Certificate, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel and, if required by the TIA (if this Indenture is required to be qualified under the TIA), an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 15.1(a) and each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. After any irrevocable deposit of the Discharge Amount made pursuant to Section 12.1 and satisfaction of the other conditions set forth in this Section 12.1, the Trustee promptly upon Issuer Request shall acknowledge in writing the discharge of the Issuer’s obligations under this Indenture except for those surviving obligations specified above.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will cease to be of further effect (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, 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), as to all Securities of a particular series, any series issued hereunder when (1) either: (a) either (i) all such Securities of such any series that have been authenticated and, except for lost, stolen or destroyed (other than any Securities of such series that which shall have been destroyed, lost or stolen and which shall have been replaced or paid and Securities of such series for whose payment money has been deposited as provided in trust or segregated and held in trust by the Company and thereafter repaid to the Company, Section 2.9) have been delivered to the Trustee for cancellation; or (iib) all Securities of such series that have not been delivered to the Trustee for cancellation (1) have become due and payable, (2) whether at maturity or upon redemption or will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to and the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders Holders, cash in U.S. dollars, non-callable Government Obligations, or a combination of Securities of such seriescash in U.S. dollar and non-callable Government Obligations, in amounts as will be sufficient, in the opinion of a reputable firm of certified public accountants without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) Indebtedness on the Securities of such series of Securities not delivered to the Trustee for cancellation (in the case of Securities of such series that have become due for principal amount and payable on or prior interest accrued to the date of such deposit) or to the stated maturity or redemption date, as the case may beredemption; (ii2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer is a party or by which the Issuer is bound; (3) the Company Issuer has paid or caused to be paid all other sums payable by it under the indenture in respect of Indenture and the Securities of such series; series and (iii4) the Company Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities of such series at maturity or on at the redemption date, as the case may be. The Trustee, and (c) on demand of the Company shall have delivered to the Trustee Issuer accompanied by an Officers’ Certificate and an Opinion of CounselCounsel and at the cost and expense of the Issuer, each stating shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided that the Indenture has been satisfied rights of Holders of the Securities to receive amounts in respect of principal of and discharged 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 thereafter reasonably and that all conditions precedent properly 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 of such satisfaction and discharge have been satisfiedseries.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall upon Company Request cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Securities Trustee, at the expense of a particular seriesthe Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when either all Securities theretofore authenticated and delivered (a) either other than (i) all Securities of such series that which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 3.6 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (ii) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1) have become due and payable, (2) or will become due and payable at their stated maturity Stated Maturity within one year year, or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of (b)(ii), (ii) the Company or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, purpose money in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series that and Coupons appertaining thereto which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.09) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that the Issuer shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(iB) the Company has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust solely for cash (other than moneys repaid by the benefit Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, 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, or a combination thereof, 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 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 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 Securities of 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 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 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 as to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in amounts as will respect of principal of and interest on the Securities and Coupons held by them shall not be sufficient, without consideration delayed longer than required by then-applicable mandatory rules or policies of any reinvestment of interest, securities exchange upon which the Securities are listed. The Issuer agrees to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to reimburse the Trustee for cancellation (any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in the case of Securities of such series that have become due and payable on connection with this Indenture or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series that and Coupons appertaining thereto which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.09) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that the Issuer shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(iB) the Company has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust solely for cash (other than moneys repaid by the benefit Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, 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, or a combination thereof, 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 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 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 seriesseries 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 Section 3.02) and the Trustee, on demand of the Issuer accompanied by an 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 amounts as will respect of principal of and interest on the Securities and Coupons held by them shall not be sufficient, without consideration delayed longer than required by then-applicable mandatory rules or policies of any reinvestment of interest, securities exchange upon which the Securities are listed. The Issuer agrees to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to reimburse the Trustee for cancellation (any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in the case of Securities of such series that have become due and payable on connection with this Indenture or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect to the Securities of a particular series, when Defeasance. (a) either If at any time (i) all Securities of such series that the Issuers shall have been authenticated and, except for lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have not been delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than (1) any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and (2) Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuers as provided in Section 11.05) or (ii) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited Issuers shall deposit with the Trustee as trust funds the entire amount in trust solely for the benefit of the Holders of Currency in which such Debt Securities are denominated (except as otherwise provided pursuant to Section 2.03) sufficient to pay at maturity or upon redemption all Debt Securities of such seriesseries not theretofore delivered to the Trustee for cancellation, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay including principal and discharge the entire indebtedness (including all Principal, premium, if any, and interest) interest due or to become due on such series of Securities not delivered to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) , and if in either case the Company has paid Issuers shall also pay or caused cause to be paid all other sums payable under hereunder by the indenture in Issuers, then this Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for and rights to receive payments of principal of, and premium, if any, and interest on, such Debt Securities) with respect of to the Debt Securities of such series; , and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment Trustee, on demand of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee Issuers accompanied by an Officers’ ' Certificate and an Opinion of CounselCounsel and at the cost and expense of the Issuers, each stating that the Indenture has been satisfied shall execute proper instruments acknowledging satisfaction of and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfieddischarging this Indenture.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (A) If at any time (i) the Issuer shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series that and Coupons appertaining thereto which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.9) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that the Issuer shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(ib) the Company has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely 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 the case may be, or (iii) a combination thereof, 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 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 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 extent to be exercised to make such call for redemption within one year, (v) the benefit rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of Securities of such seriesseries 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 (vii) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an 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 amounts as will respect of principal of and interest on the Securities and Coupons held by them shall not be sufficient, without consideration delayed longer than required by then-applicable mandatory rules or policies of any reinvestment of interest, securities exchange upon which the Securities are listed. The Issuer agrees to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to reimburse the Trustee for cancellation (any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in the case of Securities of such series that have become due and payable on connection with this Indenture or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (a) If at any time (i) the Issuer or the Guarantor shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series that and Coupons appertaining thereto which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.09) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that the Issuer shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(iB) the Company has Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust solely for cash (other than monies repaid by the benefit Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, 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, or a combination thereof, 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 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 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, 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 seriesseries 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 Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officer's Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the Guarantor, 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 amounts as will respect of principal of and interest on the Securities and Coupons held by them shall not be sufficient, without consideration delayed longer than required by then-applicable mandatory rules or policies of any reinvestment of interest, securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to reimburse the Trustee for cancellation (any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in the case of Securities of such series that have become due and payable on connection with this Indenture or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this (1) This Indenture will be discharged and will shall cease to be of further effect (except as to (i) any surviving rights of transfer, substitution and exchange of Securities, (ii) rights hereunder of Holders to receive payments of principal of (and premium, if any) and interest on the Securities and other rights, duties and obligations of the Holders as beneficiaries hereof with respect to the Securities amounts, if any, so deposited with the Trustee and (iii) the rights and obligations of the Trustee hereunder), and the Trustee, upon a particular seriesCompany Request specifying such action to be taken and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either (i) all Securities of such series that theretofore authenticated and delivered (other than (A) Securities which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 3.06 and (B) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (ii) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1x) have become due and payable, or (2y) will become due and payable at their stated maturity Stated Maturity (or scheduled for redemption) within one year of the date of deposit, and the Company, in the case of (x) or (3y) if redeemable in accordance with the terms of such Securitiesabove, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for such purpose an amount in the benefit of currency or currencies in which the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, series are payable sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity or redemption date, as the case may beStated Maturity; (iib) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture Company (including any amounts due to the Trustee in respect of the Securities of such seriesits compensation and expense reimbursement); and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee a Company Request specifying such action to be taken and an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall upon Company Request cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Securities Trustee, at the expense of a particular seriesthe Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when Article 1 either (aA) either all Securities theretofore authenticated and delivered (other than (i) all Securities of such series that which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 3.6 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (iiB) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1i) have become due and payable, or (2ii) will become due and payable at their stated maturity Stated Maturity within one year year, or (3iii) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of (b)(ii), (ii) the Company or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, purpose money in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (ii) Article 2 the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii) Article 3 the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (a) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect (a) The following provisions shall apply to the Securities of a particular serieseach series unless specifically otherwise provided in an Authorizing Resolution, when (a) either Officer’s Certificate or supplemental indenture provided pursuant to Section 2.3. If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series Outstanding hereunder and (other than Securities of such series that which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.9) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that the Issuer shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(iB) the Company has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit 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 the case may be, or (3) a combination thereof, 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 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 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 seriesseries 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 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 amounts as will respect of principal of and interest on the Securities held by them shall not be sufficient, without consideration delayed longer than required by then-applicable mandatory rules or policies of any reinvestment of interest, securities exchange upon which the Securities are listed. The Issuer agrees to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to reimburse the Trustee for cancellation (any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in the case of Securities of such series that have become due and payable on connection with this Indenture or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall upon Company Request cease to be of further effect with respect to the Securities of a particular any series, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a1) either (iA) all Securities of such series that have been theretofore authenticated and, except for lost, stolen or destroyed and delivered (other than (i) Securities of such series that which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities of such series for whose payment money has funds have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (iiB) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1i) have become due and payable, or (2ii) will become due and payable at their stated maturity Stated Maturity within one year year, or (3iii) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of (b)(ii), (ii) the Company or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, purpose funds in amounts as will be an amount sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in Company with respect of to the Securities of such series; and (iii3) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Company with respect to the Securities of such series under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, any surviving rights of conversion, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if funds shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall cease to be of further effect with respect to the Securities of a particular series, when (a) either Notes except as to (i) all Securities rights of such series that have been authenticated andNoteholders to receive payments of principal thereof and interest thereon and any other amount due to Noteholders, except for lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities Sections 8.3, 12.6, 12.12, 13.2, and 13.5(b), (iii) the rights, obligations and immunities of such series that have not been delivered the Trustee hereunder (including the rights of the Trustee under Sections 12.6 and 12.13 and the obligations of the Trustee under Section 13.2) and (iv) the rights of Secured Parties as beneficiaries hereof with respect to the Trustee for cancellation (1) have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable in accordance property deposited with the terms Trustee as described below payable to all or any of such Securitiesthem, are to be called for redemption within one year under arrangements satisfactory to and the Trustee for the giving Trustee, on demand of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes (b)(iand their related Secured Parties), on the first Business Day after the Settlement Date with respect to any Series (the “Indenture Termination Date”) on which the Company Issuer has paid, caused to be paid or irrevocably deposited or caused to be irrevocably deposited with in the Trustee as trust applicable Settlement Account and any applicable Series Account funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, cash sufficient to pay in full all amounts owed to each Noteholder, each Enhancement Provider and discharge the entire indebtedness (including all Principal, premiumIssuer Obligations and Collateral Interests, if any, and interest) on such series of Securities not the Issuer has delivered to the Trustee for cancellation (in the case of Securities of such series that have become due Trustee, each Notice Person and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ any Enhancement Provider a Cofina Officer’s Certificate and an Opinion of Counsel, Counsel each meeting the applicable requirements of Section 16.1 and each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. After any irrevocable deposit made pursuant to Section 13.1 and satisfaction of the other conditions set forth herein, the Trustee promptly upon request shall acknowledge in writing the discharge of the Issuer’s obligations under this Indenture except for those surviving obligations specified above.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect to the Securities of a particular series, when (a) either (i) all Securities of such series that have been authenticated and, except for lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have not been delivered to the Trustee for cancellation (1) have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfieddischarged.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect to the Securities of a particular series, when If (a) either the Company --------------------------------------- shall deliver to the Trustee for cancellation all Securities of any series theretofore authenticated (i) all other than any Securities of such series that which shall have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which shall have been replaced or paid as provided in SECTION 2.07) and not theretofore cancelled, or (b) all the Securities of such series for whose payment money has been deposited in trust not theretofore cancelled or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have not been delivered to the Trustee for cancellation (1) shall have become due and payable, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited shall deposit with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities entire amount sufficient to pay at Maturity or upon redemption all of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore cancelled or delivered to the Trustee for cancellation (in the case of Securities of such series that have cancellation, including principal and any interest due or to become due and payable on or prior to the such date of such deposit) Maturity or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) if in either case the Company shall have delivered 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) remaining rights of registration of transfer, conversion, substitution and exchange and the Company's right of optional redemption of Securities of such series, (ii) rights hereunder of holders to receive payments of principal of, and any interest on, the Securities of such series, and other rights, duties and obligations of the holders of Securities of such series 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 demand of the Company, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company hereby agrees to compensate the Trustee for any services thereafter reasonably and properly rendered and to reimburse the Trustee for any costs or expenses theretofore and thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any or all series, the obligations of the Company to the Trustee an Officers’ Certificate under SECTION 7.06 and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfiedCompany under SECTION 12.02 AND SECTION 15.06 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this (1) This Indenture will be discharged and will shall cease to be of further effect (except as to (i) any surviving rights of transfer, substitution and exchange of Securities, (ii) rights hereunder of Holders to receive payments of principal of (and premium, if any) and interest on the Securities and other rights, duties and obligations of the Holders as beneficiaries hereof with respect to the Securities amounts, if any, so deposited with the Trustee and (iii) the rights and obligations of the Trustee hereunder), and the Trustee, upon a particular seriesCompany Request specifying such action to be taken and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either (i) all Securities of such series that theretofore authenticated and delivered (other than (A) Securities which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 3.06 and (B) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (ii) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1x) have become due and payable, or (2y) will become due and payable at their stated maturity Stated Maturity (or scheduled for redemption) within one year of the date of deposit, and the Company, in the case of (x) or (3y) if redeemable in accordance with the terms of such Securitiesabove, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for such purpose an amount in the benefit of currency or currencies in which the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, series are payable sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity or redemption date, as the case may beStated Maturity; (iib) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture Company (including any amounts due to the Trustee in respect of the Securities of such seriesits compensation and expense reimbursement); and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee a Company Request specifying such action to be taken and an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will upon a Company Request cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Securities Trustee, at the expense of a particular seriesthe Company, when will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) either (i) all Securities of such series that theretofore authenticated and delivered (other than (A) Securities which have been authenticated anddestroyed, except for lost, or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.07 and (B) Securities for the payment of such series for whose payment which money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 6.03) have been delivered to the Trustee for cancellation; cancellation or (ii) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1A) have become due and payable, (2B) will become due and payable at their stated maturity Stated Maturity within one year year, or (3C) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of clause (b)(iA), (B), or (C) the Company above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (iib) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 9.06, the obligations of the Company to any Authenticating Agent under Section 9.13, and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 12.01, the obligations of the Trustee under Sections 6.03(e) and 12.02, will survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will upon a Company Request cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Securities Trustee, at the expense the Company, will execute proper instruments acknowledging satisfaction and discharge of a particular seriesthis Indenture, when when: (a) either (i) all Securities of such series that theretofore authenticated and delivered (other than (A) Securities which have been authenticated anddestroyed, except for lost, or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.07 and (B) Securities for the payment of such series for whose payment which money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 6.03) have been delivered to the Trustee for cancellation; cancellation or (ii) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1A) have become due and payable, (2B) will become due and payable at their stated maturity Stated Maturity within one year year, or (3C) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of clause (b)(iA), (B), or (C) the Company above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (iib) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 9.06, the obligations of the Company to any Authenticating Agent under Section 9.13, and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 12.01, the obligations of the Trustee under Sections 6.03(e) and 12.02, will survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (A) If at any time (a) the Issuer shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular seriesany 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 (ab) either (i) the Issuer shall have delivered to the Trustee for cancellation all Securities of such series that have been theretofore authenticated and, except for lost, stolen or destroyed and all unmatured Coupons appertaining thereto (other than any Securities and Coupons appertaining thereto of such series that 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 for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have unmatured Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation (1x) shall have become due and payable, payable or (2y) will are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(iii) the Company has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust 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 for to the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (x) cash in an amount, or (y) 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 not later than one day before the due date of payments in respect of the Securities, or (z) a combination thereof, sufficient (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) 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) including any redemption or repayment 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, the Issuer's right of optional redemption, if any, and the Holder's right to redemption or repayment at its option, 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 or repayment date therefor, as the case may 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 seriesseries 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, in amounts as will be sufficient3.3 and 3.4, without consideration of any reinvestment of interest, to pay Article Ten and discharge the entire indebtedness (including all Principal, premium, if anyArticle Twelve), and interest) the Trustee, on such series of Securities not delivered to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect demand of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel, each which complies with Section 11.5, stating that the Indenture has provisions of this Section have been satisfied complied with and discharged at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that all conditions precedent 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 thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities. Notwithstanding the satisfaction and discharge have been satisfiedof this Indenture, the obligations of the Issuer to the Trustee under Section 6.6 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (A) If at any time (a) the Issuer shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular seriesany 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 (ab) either (i) the Issuer shall have delivered to the Trustee for cancellation all Securities of such series that have been theretofore authenticated and, except for lost, stolen or destroyed and all unmatured Coupons appertaining thereto (other than any Securities and Coupons appertaining thereto of such series that 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 for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have unmatured Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation (1x) shall have become due and payable, payable or (2y) will are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(iii) the Company has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the amount identified in trust subsection (x), (y) or (z) below (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 for to the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (x) cash in an amount or (y) 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 not later than one day before the due date of payments in respect of the Securities, or (z) a combination thereof, sufficient (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) 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 through operation of a mandatory sinking fund other than any redemption or repayment 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 or repayment date therefor, as the case may 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 seriesseries 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, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay 3.3 and discharge the entire indebtedness (including all Principal, premium, if any3.4), and interest) the Trustee, on such series of Securities not delivered to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect demand of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel, each which complies with Section 11.5, stating that the Indenture has provisions of this Section have been satisfied complied with and discharged at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that all conditions precedent 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 thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities. Notwithstanding the satisfaction and discharge have been satisfiedof this Indenture, the obligations of the Issuer to the Trustee under Section 6.6 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect to the Securities of a particular series, when If at any time (a) either (ia)(i) all Securities of such any series issued that have been authenticated and, except and delivered have been delivered by the Company to the Trustee for lost, stolen or destroyed cancellation (other than Securities of such series that which have been destroyed, lost or stolen and which have been replaced or paid and Securities of such series for whose payment money has been deposited as provided in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellationSection 2.08); or (ii) all the Securities of such any series issued that have not been delivered by the Company to the Trustee for cancellation (1) shall have become due and payable, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the such Trustee in the Company’s name, name and at the Company’s expense; (b)(i) , the Company has shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust solely for cash (other than moneys repaid by the benefit Trustee or any paying agent to the Company in accordance with Section 10.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the Holders reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such seriesseries (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 amounts as will be sufficientSection 2.08) not theretofore delivered to the Trustee for cancellation, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered interest due or to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the such date of such deposit) or to the stated maturity or redemption date, as the case may be; provided, if U.S. Governmental Obligations are included, an opinion of a nationally recognized firm of Independent Public Accountants in a written certification delivered to the Trustee must express that such amount is sufficient; (iib) the Company has paid or caused to be paid all other sums then due and payable under the indenture in respect of the Securities of such seriesthis Indenture; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 10.01 have been complied with, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the obligation of the Company to the Trustee under Section 8.07 and (ii) if money shall have been deposited with the Trustee pursuant to this Section 10.01, the obligations of the Trustee under Section 10.02 hereof), and the Trustee, on demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute such instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series as reasonably requested by the Company; provided that the rights of Holders of the Securities to receive amounts in respect of Principal of, premium, if any, 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such satisfaction and discharge have been satisfiedseries.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (A) If at any time (a) the Issuer shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series that and Coupons appertaining thereto which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.9) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (iib) all Securities of such series that the Issuer shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenti- cated and all unmatured Coupons appertaining thereto (1other than any Securi- ties of such series and Coupons appertaining thereto which shall have been de- stroyed, lost or stolen 62 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 deter- mined 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(iii) the Company has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust solely for cash (other than moneys repaid by the benefit Trustee or any paying agent to the Issuer in accordance with Section 10.4) or, 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 instrumentality of the government of the United States pursuant to author- ity granted by the Congress of the United States ("U.S. Government Obliga- tions"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent pub- lic accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal and interest on all Securities of such se- xxxx and Coupons appertaining thereto on each date that such principal or in- terest is 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, 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 op- tional 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 speci- fied 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, in amounts series and Coupons appertain- ing thereto as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered beneficiaries hereof with respect to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to property so deposited with the Trustee under the Indenture payable to apply the deposited money toward the payment of the Securities at maturity all or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.any 63

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series that and Coupons appertaining thereto which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.09) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that the Issuer shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(iB) the Company has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust solely for cash (other than moneys repaid by the benefit Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, 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, or a combination thereof, 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 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 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 seriesseries 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 Section 3.02) and the Trustee, on demand of the Issuer accompanied by an 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 amounts as will respect of principal of and interest on the Securities and Coupons held by them shall not be sufficient, without consideration delayed longer than required by then-applicable mandatory rules or policies of any reinvestment of interest, securities exchange upon which the Securities are listed. The Issuer agrees to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to reimburse the Trustee for cancellation (any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in the case of Securities of such series that have become due and payable on connection with this Indenture or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (A) If at any time (a) the Issuer shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular seriesany 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 (ab) either (i) the Issuer shall have delivered to the Trustee for cancellation all Securities of such series that have been theretofore authenticated and, except for lost, stolen or destroyed and all unmatured Coupons appertaining thereto (other than any Securities and Coupons appertaining thereto of such series that 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 for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have unmatured Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation (1x) shall have become due and payable, payable or (2y) will are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(iii) the Company has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the amount identified in trust subsection (x), (y) or (z) below (other than monies repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) or specifically pledged as security for and dedicated solely for to the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (x) cash in an amount, (y) 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 not later than one day before the due date of payments in respect of the Securities, or (z) a combination thereof, sufficient (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) 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 through operation of a mandatory sinking fund other than any redemption or repayment 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 or repayment date therefor, as the case may 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 seriesseries 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, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay 3.3 and discharge the entire indebtedness (including all Principal, premium, if any3.4), and interest) the Trustee, on such series of Securities not delivered to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect demand of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel, each which complies with Section 11.5, stating that the Indenture has provisions of this Section have been satisfied complied with and discharged at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that all conditions precedent 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 thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities, Notwithstanding the satisfaction and discharge have been satisfiedof this Indenture, the obligations of the Issuer to the Trustee under Section 6.6 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will upon a Company Request cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Securities Trustee, at the expense the Company, will execute proper instruments acknowledging satisfaction and discharge of a particular seriesthis Indenture, when when: (a) either (i) all Securities of such series that theretofore authenticated and delivered (other than (A) Securities which have been authenticated anddestroyed, except for lost, or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.07 and (B) Securities for the payment of such series for whose payment which money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 7.03) have been delivered to the Trustee for cancellation; cancellation or (ii) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1A) have become due and payable, (2B) will become due and payable at their stated maturity Stated Maturity within one year year, or (3C) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of clause (b)(iA), (B), or (C) the Company above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (iib) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 11.06, the obligations of the Company to any Authenticating Agent under Section 11.13, and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 14.01, the obligations of the Trustee under Sections 7.03(e) and 14.02, will survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (A) If at any time (i) the Company shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series that and Coupons appertaining thereto which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.09) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that the Company shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(ib) the Company has shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness amount in (including all Principal, premium, if any, and interesti) on such series of Securities not delivered cash (other than moneys repaid by the Trustee or any Paying Agent to the Trustee for cancellation Company in accordance with Section 11.04), (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 series that have become due times and payable on in such amounts as will insure the availability of cash sufficient to pay at such Maturity or prior to the date of upon such deposit) or to the stated maturity or redemption dateredemption, as the case may be, or (iii) a combination thereof, 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 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 dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (iix) 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 Company has paid shall also pay or caused 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 therefore (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 extent to be exercised to make such call for redemption within one year, (v) the 66 rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the indenture 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 (vii) the obligations of the Company under Section 4.03 and the Trustee, on demand of the Company accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will upon a Company Request cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Securities Trustee, at the expense the Company, will execute proper instruments acknowledging satisfaction and 119 discharge of a particular seriesthis Indenture, when when: (a) either (i) all Securities of such series that Notes theretofore authenticated and delivered (other than (A) Notes which have been authenticated anddestroyed, except for lost, or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.04 and Securities (B) Notes for the payment of such series for whose payment which money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, Company or discharged from such trust) have been delivered to the Trustee for cancellation; cancellation or (ii) all Securities of such series that have Notes not been theretofore delivered to the Trustee for cancellation (1A) have become due and payable, (2B) will become due and payable at their stated maturity Stated Maturity within one year year, or (3C) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of clause (b)(iA), (B), or (C) the Company above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that Notes which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (iib) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07, and, if money shall have been deposited with the Trustee pursuant to Section 9.01(a)(ii), the obligations of the Trustee under Section 9.02, will survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall upon Company Request cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Securities Trustee, at the expense of a particular seriesthe Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either (iA) all Securities of such series that theretofore authenticated and delivered (other than (i) Securities which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iiB) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1i) have become due and payable, or (2ii) will become due and payable at their stated maturity Stated Maturity within one year year, or (3iii) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of (b)(ii), (ii) the Company or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, purpose money in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (iib) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (a) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect to the Securities of a particular series, when (a) either (i) all Securities of such series that have been authenticated and, except for lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have not been delivered to the Trustee for cancellation (1) have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee U.S. legal tender, U.S. Government Obligations or a combination thereof as trust funds may be provided with respect to the Securities, in trust solely for the benefit case of the Holders U.S. Government Obligations or combination of Securities of such seriesU.S. legal tender and U.S. Government Obligations, in amounts as that will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants (with a copy to the Trustee), without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture this Indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money amounts toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall upon Company Request cease to be of further effect with respect to the Securities of a particular any series (except as to any surviving rights of registration of transfer or exchange of Securities of such series, replacement of lost, stolen or mutilated Securities of such series and conversion of Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such series, when (a1) either (iA) all Securities of such series that have been theretofore authenticated and, except for lost, stolen or destroyed and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series that surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 3.05, (ii) Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid and as provided in Section 3.06, (iii) Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 11.06 and (iv) Securities of such series and Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 10.03 have been delivered to the Trustee for cancellation; or (iiB) all such Securities and Coupons of such series that have not been theretofore delivered to the Trustee for cancellation (1i) have become due and payable, or (2ii) will become due and payable at their stated maturity Stated Maturity within one year year, or (3iii) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of (b)(ii), (ii) the Company or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such Securities and Coupons of such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities and Coupons of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii3) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied.complied with. In addition, the Opinion of Counsel shall be to the effect that Holders of the Securities and Coupons, if any, of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 5.01 and will be subject to Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such option had not been exercised and must refer to and be based upon a ruling of the Internal Revenue Service. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.05 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 5.02 and the last paragraph of Section 10.03, shall survive. SECTION 5.02

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will upon a Company Request cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Securities Trustee, at the expense the Company, will execute proper instruments acknowledging satisfaction and discharge of a particular seriesthis Indenture, when when: (a) either (i) all Securities of such series that theretofore authenticated and delivered (other than (A) Securities which have been authenticated anddestroyed, except for lost, or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.07 and (B) Securities for the payment of such series for whose payment which money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 7.03) have been delivered to the Trustee for cancellation; cancellation or (ii) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1A) have become due and payable, (2B) will become due and payable at their stated maturity Stated Maturity within one year year, or (3C) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of clause (b)(iA), (B), or (C) the Company above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (iib) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied.. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 10.06, the obligations of the Company to any Authenticating Agent under Section 10.13, and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 13.01, the obligations of the Trustee under Sections 7.03(e) and 13.02, will survive. 57

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Securities Trustee, on written demand of a particular seriesand at the expense of the Company, shall execute instruments supplied by the Company acknowledging satisfaction and discharge of this Indenture, when (a1) either (A) All Securities theretofore authenticated and delivered (other than (i) all Securities of such series that which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 306 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iiB) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1i) have become due and payable, or (2ii) will become due and payable at their stated maturity Stated Maturity within one year year, or (3iii) if redeemable in accordance with at the terms option of such Securitiesthe Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) , of the Company and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii3) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect to the Securities of a particular series, when If at any time (a) either (ia)(i) all Securities of such any series issued that have been authenticated and, except and delivered have been delivered by the Company to the Trustee for lost, stolen or destroyed cancellation (other than Securities of such series that which have been destroyed, lost or stolen and which have been replaced or paid and Securities of such series for whose payment money has been deposited as provided in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellationSection 2.08); or (ii) all the Securities of such any series issued that have not been delivered by the Company to the Trustee for cancellation (1) shall have become due and payable, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the such Trustee in the Company’s name, name and at the Company’s expense; (b)(i) , the Company has shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust solely for cash (other than moneys repaid by the benefit Trustee or any paying agent to the Company in accordance with Section 10.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the Holders reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series, in amounts as will be sufficient, without consideration series (other than any Securities of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation (in the case of Securities of such series that have cancellation, including Principal and interest due or to become due and payable on or prior to the such date of such deposit) or to the stated maturity or redemption date, as the case may be; (iib) the Company has paid or caused to be paid all other sums then due and payable under the indenture in respect of the Securities of such seriesthis Indenture; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 8.01 have been complied with, 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 Company’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, (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 Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided that the rights of Holders of the Securities to receive amounts in respect of Principal of, premium, if any, 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such satisfaction and discharge have been satisfiedseries.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will upon a Company Request cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for or any other provisions that by their terms shall survive), and the Securities Trustee, at the expense of a particular seriesthe Company, when will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) either (i) all Securities of such series that theretofore authenticated and delivered (other than (A) Securities which have been authenticated anddestroyed, except for lost, or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.07 and (B) Securities for the payment of such series for whose payment which money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 6.03) have been delivered to the Trustee for cancellation; cancellation or (ii) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1A) have become due and payable, (2B) will become due and payable at their stated maturity Stated Maturity within one year year, or (3C) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of clause (b)(iA), (B), or (C) the Company above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (iib) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 9.06, the obligations of the Company to any Authenticating Agent under Section 9.13, and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 12.01, the obligations of the Trustee under Sections 6.03(e) and 12.02, will survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with With respect to any series of Securities, if at any time (a) the Company shall have paid or caused to be paid the principal of and any premium and interest on all the Securities of such series pursuant Outstanding hereunder, 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 such series theretofore authenticated (other than any Securities of such series which shall have been apparently destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.03306) or (c) the Company and the Trustee shall have entered into an agreement in form and substance satisfactory to the Company and the Trustee providing for the creation of an escrow fund and the Company shall have irrevocably deposited or caused to be so deposited in trust with the Trustee, as escrow agent of said fund, sufficient funds in cash and/or Eligible Obligations and/or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times, as will be sufficient without consideration of any reinvestment of such interest, and as further expressed in the opinion of a nationally recognized firm of independent public accountants in a written certification thereof delivered to the Trustee at or prior to the time of such deposit, to pay at the Stated Maturity or Redemption Date all such Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and any premium and interest to the Stated Maturity or Redemption Date, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company then this Indenture will be discharged and will shall cease to be of further effect with respect to the Securities of a particular series, when such series (a) either except as to (i) all rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, or apparently destroyed, lost or stolen Securities of such series, (iii) rights of Holders of Securities of such series that have been authenticated andto receive payments of principal thereof (and premium, except for lostif any) and interest thereon and remaining obligations to make mandatory sinking fund payments, stolen or destroyed Securities (iv) the rights, remaining obligations, if any, and immunities of such series that have been replaced or paid and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or hereunder and (ii) all Securities of such series that have not been delivered to the Trustee for cancellation (1) have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(iv) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit rights of the Holders of Securities of such series, in amounts series as will be sufficient, without consideration beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if anythem), and interest) the Trustee, on such series demand of Securities not delivered to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to be paid all other sums payable under the indenture in respect of the Securities of such series; . In the event Eligible Obligations are to be deposited with the Trustee pursuant to this Section, the Opinion of Counsel to be delivered hereunder shall state substantially to the effect that neither the Trustee nor any trust fund deposit created pursuant to this Section will be required to be registered under the Investment Company Act of 1940, as amended. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and (iii) properly 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 of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of such series, the obligations of the Company has delivered irrevocable instructions to the Trustee under Section 607 and, if funds shall have been deposited with the Indenture Trustee pursuant to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and subclause (c) of this Section, the Company shall have delivered to obligations of the Trustee an Officers’ Certificate under Section 402 and an Opinion the last paragraph of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfiedSection 1003 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall upon Company Request cease to be of further effect with respect to the Securities of a particular any series (except as to any surviving rights of registration of transfer or exchange of Securities of such series, replacement of lost, stolen or mutilated Securities of such series and conversion of Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such series, when (a1) either (iA) all Securities of such series that have been theretofore authenticated and, except for lost, stolen or destroyed and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series that surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 3.05, (ii) Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid and as provided in Section 3.06, (iii) Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 11.06 and (iv) Securities of such series and Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iiB) all such Securities and Coupons of such series that have not been theretofore delivered to the Trustee for cancellation (1i) have become due and payable, or (2ii) will become due and payable at their stated maturity Stated Maturity within one year year, or (3iii) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of (b)(ii), (ii) the Company or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such Securities and Coupons of such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities and Coupons of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii3) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied.complied with. In addition, the Opinion of Counsel shall be to the effect that Holders of the Securities and Coupons, if any, of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 5.01 and will be subject to Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such option had not been exercised and must refer to and be based upon a ruling of the Internal Revenue Service. At any time when no Securities of any series are outstanding, this Indenture shall upon Company Request cease to be of further effect and the Trustee, at the expense of the Company, shall execute proper instruments of satisfaction and discharge of this Indenture. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.05 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 5.02 and the last paragraph of Section 10.03, shall survive. SECTION 5.02

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect to the Securities of a particular series, when If (a) either the Company shall deliver to the Trustee for cancellation all Securities of any series theretofore authenticated (i) all other than any Securities of such series that which shall have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which shall have been replaced or paid as provided in Section 2.7 and Securities of such series 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, have been delivered to the Trustee for cancellation; as provided in Section 12.4) and not theretofore canceled, or (iib) all the Securities of such series that have not been theretofore canceled or delivered to the Trustee for cancellation (1) shall have become due and payable, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited shall deposit with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities entire amount sufficient to pay at Maturity or upon redemption all of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore canceled or delivered to the Trustee for cancellation (in the case of Securities of such series that have cancellation, including principal and any interest due or to become due and payable on or prior to the such date of such deposit) Maturity or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) if in either case the Company shall have delivered 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) remaining rights of registration of transfer, substitution and exchange and the Company's right of optional redemption of Securities of such series, (ii) rights hereunder of holders to receive payments of principal of, and any interest on, the Securities of such series, and other rights, duties and obligations of the holders of Securities of such series 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 demand of the Company, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company hereby agrees to compensate the Trustee for any services thereafter reasonably and properly rendered and to reimburse the Trustee for any costs or expenses theretofore and thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any or all series, the obligations of the Company to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfiedunder Section 7.6 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall cease to be of further effect with respect to the Securities of a particular series, when (a) either Notes except as to (i) all Securities rights of such series that have been authenticated andNoteholders to receive payments of principal thereof and interest thereon and any other amount due to Noteholders, except for lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities Section 8.3, Section 11.6, Section 11.12, Section 13.2, and Section 13.5(b), (iii) the rights, obligations and immunities of such series that have not been delivered the Trustee hereunder (including the rights of the Trustee under Section 11.6 and Section 11.16 and the obligations of the Trustee under Section 13.2) and (iv) the rights of Noteholders as beneficiaries hereof with respect to the Trustee for cancellation (1) have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable in accordance property deposited with the terms Trustee as described below payable to all or any of such Securitiesthem, are to be called for redemption within one year under arrangements satisfactory to and the Trustee for Trustee, on demand of the giving of notice of redemption by the Trustee in the Company’s name, Master Trust Administrator and at the Company’s expense; expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes (b)(iand their related Secured Parties), on the first Business Day after the Payment Date with respect to any Series (the “Indenture Termination Date”) on which the Company Issuer has paid, caused to be paid or irrevocably deposited or caused to be irrevocably deposited with in the Trustee as trust applicable Payment Account and any applicable Series Account funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, sufficient to pay in full all amounts owed to each Enhancement Provider (and discharge the entire indebtedness (including returned any original documents issued by such Enhancement Provider evidencing such Enhancement) and all Principal, premiumIssuer Obligations and Collateral Interests, if any, and interest) on such series of Securities not the Issuer has delivered to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption dateany Enhancement Provider a Brooke Officer’s Certificate, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel and, if required by the TIA (if this Indenture is required to be qualified under the TIA), an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of subsection 16.1 (a) and each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. After any irrevocable deposit made pursuant to this Section 13.1 and satisfaction of the other conditions set forth herein, the Trustee promptly upon request shall acknowledge in writing the discharge of the Issuer’s obligations under this Master Trust Indenture except for those surviving obligations specified above.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this The Indenture will be discharged and will cease to be of further effect with respect as to all Notes issued, and the Securities Trustee, at the expense of a particular seriesthe Company, shall execute and deliver an instrument acknowledging the satisfaction and discharge of the Indenture, when (a1) either (iA) all Securities of such series that have been the Senior Notes previously authenticated and, except for and delivered (other than certain lost, stolen or destroyed Securities of such series that Notes, and certain Senior Notes for which provision for payment was previously made and thereafter the funds have been replaced or paid and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid released to the Company, ) have been delivered to the Senior Trustee for cancellation; cancellation or (iiB) all Securities of such series that have Senior Notes not been previously delivered to the Senior Trustee for cancellation (1i) have become due and payable, (2ii) will become due and payable at their stated maturity Stated Maturity within one year or (3iii) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements reasonably satisfactory to the Senior Trustee for the giving of notice of redemption by the Senior Trustee in the Company’s name, and at the expense, of the Company’s expense; (b)(i2) the Company has irrevocably deposited or caused to be deposited with the Senior Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such seriesmoney, US Government Obligations, European Government Obligations, or a combination thereof, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire indebtedness (including all Principalon the Senior Notes not previously delivered to the Senior Trustee for cancellation, for principal, premium, if any, and interest) on such series of Securities not delivered interest to the Trustee for cancellation date of deposit (in the case of Securities of such series Senior Notes that have become due and payable on or prior to the date of such deposit) payable), or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (ii3) the Company has paid or caused to be paid all other sums payable under this Indenture by the indenture in respect of the Securities of such seriesCompany; and (iii4) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Senior Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating that to the Indenture has been satisfied and discharged and effect that all conditions precedent in connection with such satisfaction and discharge under this Section 8.5 have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)).

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect When either (a) the Company shall deliver to the Trustee for cancellation all Debt Securities of a particular series, when Series theretofore authenticated (a) either (i) all other than any Debt Securities of such series that Series which shall have been authenticated andmutilated, except for lostdestroyed, lost or stolen or destroyed Securities of such series that and which shall have been replaced or paid as provided in Section 2.06) and not theretofore cancelled; or (b) all the Debt Securities of such series for whose payment money has been deposited in trust Series not theretofore cancelled or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have not been delivered to the Trustee for cancellation (1) shall have become due and payable, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited shall deposit with the Trustee as trust Trustee, in trust, funds in trust solely for the benefit sufficient to pay at maturity or upon redemption all of the Holders of Debt Securities of such seriesSeries (other than any Debt Securities of such Series which shall have been mutilated, destroyed, lost or stolen and which shall have been replaced or paid as provided in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interestSection 2.06) on such series of Securities not theretofore cancelled or delivered to the Trustee for cancellation cancellation, including principal and premium (in the case of Securities of such series that have if any) and interest (if any) due or to become due and payable on or prior to the such date of such deposit) or to the stated maturity or redemption date, as the case may be; , but excluding, however, the amount of any money for the payment of the principal of and premium (iiif any) or interest (if any) on the Debt Securities of such Series (1) theretofore deposited with the Trustee with respect to Debt Securities of such Series and repaid by the Trustee to the Company has in accordance with the provisions of Section 13.05 or (2) paid with respect to Debt Securities of such Series to any State or caused to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable under hereunder by the indenture in Company, then this Indenture shall cease to be of further effect with respect of to the Debt Securities of such seriesSeries except as to (A) the rights of Holders of such Series to receive solely from funds deposited by the Company with the Trustee, in trust as described above in this Section 13.01, payment of the principal of, premium (if any) and the interest (if any) on such Debt Securities when such payments are due; (B) the Company’s obligations with respect to such Debt Securities under Sections 2.05, 2.06, 5.02 and 13.03; and (iiiC) the Company has delivered irrevocable instructions to rights, powers, duties and immunities of the Trustee under hereunder and the Indenture to apply the deposited money toward the payment Trustee, on demand of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with and at the cost and expense of the Company, shall execute such instruments as may be requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to such Series of Debt Securities.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this The Indenture will be discharged and will cease to be of further effect with respect as to all Notes issued, and the Securities Trustee, at the expense of a particular seriesthe Company, shall execute and deliver an instrument acknowledging the satisfaction and discharge of the Indenture, when (a1) either (iA) all Securities of such series that have been the Notes theretofore authenticated and, and delivered (except for lost, stolen or destroyed Securities of such series that Notes which have been replaced or paid and Securities of such series Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (iiB) all Securities of such series that have Notes not been theretofore delivered to the Trustee for cancellation (1i) have become due and payable, payable or (2ii) will become due and payable at their stated maturity within one year year, or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , (b)(i2) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire indebtedness (including all PrincipalIndebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest) interest and Additional Amounts, if any, on such series of Securities not delivered to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such deposit) or funds to the stated payment thereof at maturity or redemption dateredemption, as the case may be; (ii3) the Company has paid or caused to be paid all other sums payable under this Indenture by the indenture in respect of the Securities of such series; Company, and (iii4) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating that to the Indenture has been satisfied and discharged and effect that all conditions precedent in connection with such satisfaction and discharge under this Section 8.5 have been satisfiedcomplied with.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall upon Company Request cease to be of further effect with respect to the Securities of a particular any series (except as to any surviving rights of registration of transfer or exchange of Securities of such series, replacement of lost, stolen or mutilated Securities of such series and conversion of Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such series, when (a1) either (iA) all Securities of such series that have been theretofore authenticated and, except for lost, stolen or destroyed and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series that surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 3.05, (ii) Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid and as provided in Section 3.06, (iii) Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 11.06 and (iv) Securities of such series and Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided In Section 10.03) have been delivered to the Trustee for cancellation; or (iiB) all such Securities and Coupons of such series that have not been theretofore delivered to the Trustee for cancellation (1i) have become due and payable, or (2ii) will become due and payable at their stated maturity Stated Maturity within one year year, or (3iii) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of (b)(ii), (ii) the Company or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such Securities and Coupons of such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities and Coupons of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii3) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied.complied with. In addition, the Opinion of Counsel shall be to the effect that Holders of the Securities and Coupons, if any, of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 5.01 and will be subject to Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such option had not been exercised and must refer to and be based upon a ruling of the Internal Revenue Service. At any time when no Securities of any series are outstanding, this Indenture shall upon Company Request cease to be of further effect and the Trustee, at the expense of the Company, shall execute proper instruments of satisfaction and discharge of this Indenture. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.05 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 5.02 and the last paragraph of Section 10.03, shall survive. SECTION 5.02

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Securities Trustee, on written demand of a particular seriesand at the expense of the Company, shall execute instruments supplied by the Company acknowledging satisfaction and discharge of this Indenture, when (a1) either (iA) all Securities of such series that theretofore authenticated and delivered (other than (i) Securities which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 306 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (iiB) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1i) have become due and payable, or (2ii) will become due and payable at their stated maturity Maturity within one year year, or (3iii) if redeemable in accordance with at the terms option of such Securitiesthe Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) , of the Company and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Maturity or redemption dateRedemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii3) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 and, if money shall have been deposited with the Trustee pursuant to 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.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall cease to be of further effect with respect to the Securities of a particular series, when (a) either Notes except as to (i) all Securities rights of such series that have been authenticated andNoteholders to receive payments of principal thereof and interest thereon and any other amount due to Noteholders, except for lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities Sections 8.1, 11.6, 11.12, 12.2, 15.16 and 15.17 and subsection 12.5(b), (iii) the rights, obligations and immunities of such series that have not been delivered the Trustee hereunder (including the rights of the Trustee under Sections 11.6 and 11.17 and the obligations of the Trustee under Section 12.2) and (iv) the rights of Noteholders as beneficiaries hereof with respect to the Trustee for cancellation (1) have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable in accordance property deposited with the terms Trustee as described below payable to all or any of such Securitiesthem, are to be called for redemption within one year under arrangements satisfactory to and the Trustee for the giving Trustee, on demand of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes (b)(iand their related Secured Parties), on the first Business Day after the Payment Date with respect to any Series (the "Indenture Termination Date") on which the Company Issuer has paid, caused to be paid or irrevocably deposited or caused to be irrevocably deposited with in the Trustee as trust applicable Payment Account and any applicable Series Account funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, sufficient to pay in full all amounts owed to each Enhancement Provider (and discharge the entire indebtedness (including returned any original documents issued by such Enhancement Provider evidencing such Enhancement) and all Principal, premiumIssuer Obligations and Collateral Interests, if any, and interest) on such series of Securities not the Issuer has delivered to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption dateany Enhancement Provider a Conn Officer's Certificate, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel and, if required by the TIA (if this Indenture is required to be qualified under the TIA), an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of subsection 15.1(a) and each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. After any irrevocable deposit made pursuant to Section 12.1 and satisfaction of the other conditions set forth herein, the Trustee promptly upon request shall acknowledge in writing the discharge of the Issuer's obligations under this Indenture except for those surviving obligations specified above.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall cease to be of further effect (except as to (i) any surviving rights of transfer, substitution and exchange of Securities, (ii) rights hereunder of Holders to receive payments of principal of (and premium, if any) and interest on the Securities and other rights, duties and obligations of the Holders as beneficiaries hereof with respect to the Securities amounts, if any, so deposited with the Trustee and (iii) the rights and obligations of the Trustee hereunder), and the Trustee, upon a particular seriesCompany Request specifying such action to be taken and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a1) either (ia) all Securities of such series that theretofore authenticated and delivered (other than (i) Securities which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iib) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1i) have become due and payable, or (2ii) will become due and payable at their stated maturity Stated Maturity within one year of the date of deposit, and the Company, in the case of (i) or (3ii) if redeemable in accordance with the terms of such Securitiesabove, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for such purpose an amount in the benefit of currency or currencies in which the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, series are payable sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity or redemption date, as the case may beStated Maturity; (ii2) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture Company (including any amounts due to the Trustee in respect of the Securities of such seriesits compensation and expense reimbursement); and (iii3) the Company has delivered irrevocable instructions to the Trustee under the Indenture a Company Request specifying such action to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, be taken and (c) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive.

Satisfaction and Discharge of Indenture. Except Unless otherwise indicated in the applicable prospectus supplement, if at any time, ● we have paid the principal of and interest on all the debt securities of any series, except for debt securities which have been destroyed, lost or stolen and which have been replaced or paid in accordance with the indenture, as otherwise provided with respect and when the same shall have become due and payable, or ● we have delivered to the trustee for cancellation all debt securities of any series theretofore authenticated, except for debt securities of such series pursuant which have been destroyed, lost or stolen and which have been replaced or paid as provided in the indenture, or ● all the debt securities of such series not theretofore delivered to Section 2.03the trustee for cancellation have become due and payable, this Indenture will or are by their terms are to become due and payable within one year or are to be discharged called for redemption within one year, and will we have deposited with the trustee, in trust, sufficient money or government obligations, or a combination thereof, to pay the principal, any interest and any other sums due on the debt securities, on the dates the payments are due or become due under the indenture and the terms of the debt securities, then the indenture shall cease to be of further effect with respect to the Securities of a particular series, when (a) either (i) all Securities of such series that have been authenticated and, except for lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have not been delivered to the Trustee for cancellation (1) have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities debt securities of such series, in amounts as will be sufficientexcept for: ● rights of registration of transfer and exchange, without consideration and our right of any reinvestment optional redemption; ● substitution of interestmutilated, defaced, destroyed, lost or stolen debt securities; ● rights of holders to pay receive payments of principal thereof and discharge interest thereon upon the entire indebtedness original stated due dates therefor (including all Principal, premiumbut not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any; ● the rights, obligations and interest) on immunities of the trustee under the indenture; and ● the rights of the holders of such series of Securities not delivered debt securities as beneficiaries thereof with respect to the Trustee for cancellation (in property so deposited with the case trustee payable to all or any of Securities of such series that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfiedthem.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect to the Securities of a particular series, when If (a) either the Company shall deliver to the Trustee for cancellation all Securities of any series theretofore authenticated (i) all other than any Securities of such series that which shall have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which shall have been replaced or paid as provided in Section 2.07) and not theretofore cancelled, or (b) all the Securities of such series for whose payment money has been deposited in trust not theretofore cancelled or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have not been delivered to the Trustee for cancellation (1) shall have become due and payable, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited shall deposit with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities entire amount sufficient to pay at maturity or upon redemption all of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore cancelled or delivered to the Trustee for cancellation (in the case of Securities of such series that have cancellation, including principal and any interest due or to become due and payable on or prior to the such date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) , and if in either case the Company has paid shall also pay or caused cause to be paid all other sums payable under hereunder by the indenture in 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) remaining rights of registration of transfer, conversion, substitution and exchange and the Company's right of optional redemption of Securities of such series, (ii) rights hereunder of holders to receive payments of principal of, and any interest on, the Securities of such series; , and other rights, duties and obligations of the holders of Securities of such series 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 demand of the Company, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company has delivered irrevocable instructions hereby agrees to compensate the Trustee for any services thereafter reasonably and properly rendered and to reimburse the Trustee for any costs or expenses theretofore and thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any or all series, the obligations of the Company to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company Section 7.06 hereof shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfiedsurvive.

Satisfaction and Discharge of Indenture. Except as otherwise provided SECTION 6.1. Satisfaction and discharge of Indenture with respect to Debt Securities of any series. If (a) the Company shall deliver to the Trustee for cancellation all Debt Securities of any series theretofore authenticated (other than any such Debt Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other such Debt Securities shall have been authenticated and delivered or Debt Securities for whose payment money (or other form of payment if permitted by the terms of such Debt Securities) has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 6.3) and not theretofore cancelled, or (b) the Company shall irrevocably deposit (subject to Section 6.3) with the Trustee or Paying Agent as trust funds the entire amount in cash or U.S. Government Obligations sufficient to pay at maturity or upon redemption all of the Debt Securities of such series (other than any Debt Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Debt Securities shall have been authenticated and delivered or Debt Securities for whose payment money (or other form of payment if permitted by the terms of such Debt Securities) has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 6.3) not theretofore paid, surrendered or delivered to the Trustee for cancellation, including the principal, premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company and the Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of this Indenture with respect to the Debt Securities of such series have been complied with (and, in the event that such deposit shall be made more than one year prior to the maturity of the Debt Securities of such series, such Opinion of Counsel shall also state that such deposit will not result in an obligation of the Company, the Trustee or the trust fund created by such deposit to register as an investment company under the Investment Company Act of 1940, as amended) and a certificate (upon which the Trustee may rely) of a firm of independent public accounts of recognized national standing selected by the Board of Directors (who may be the regular accountants employed by the Company) stating that the cash, if any, and U.S. Government Obligations, if any, deposited as set forth above are sufficient to pay at maturity or upon redemption all of the Debt Securities of such series as set forth above, then, except with respect to the remaining rights of conversion of any Debt Securities the terms of which provide for conversion (which shall continue in full force and effect pursuant to Section 2.03the terms set forth in Article XIII to the extent provided for in such terms) or to rights of exchange or registration of transfer or of the Company's right of optional redemption of any Debt Securities of such series, this Indenture will be discharged and will shall cease to be of further effect with respect to the Securities of a particular series, when (a) either (i) all Securities of such series that have been authenticated and, except for lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have not been delivered to the Trustee for cancellation (1) have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Debt Securities of such series, in amounts as will be sufficientand the Trustee, without consideration on demand of any reinvestment and at the cost and expense of interestthe Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Debt Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Debt Securities of such series, the obligations of the Company to the Trustee under Section 11.2 shall survive, and if moneys or U.S. Government Obligations shall have been irrevocably deposited with the Trustee or Paying Agent pursuant to clause (b) of this Section, the obligations of the Trustee under Section 6.2 and the first paragraph of Section 6.3 shall survive. In order to have money available on a payment date to pay and discharge the entire indebtedness (including all Principalprincipal of, premium, if any, and or interest) , if any, on such series of Securities not delivered the Debt Securities, the U.S. Government Obligations shall be payable as to the Trustee for cancellation (in the case of Securities of such series that have become due and payable principal or interest on or prior to before such payment date in such amounts as will provide the date of such deposit) or to necessary money. Such U.S. Government Obligations shall not be callable at the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfiedissuer's option.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture --------------------------------------------------- will be discharged with respect of the Securities and will cease to be of further effect with respect as to the all Securities of a particular seriesissued thereunder, when either (a) either all such Securities theretofore authenticated and delivered (i) all Securities of such series that have been authenticated and, except for lost, stolen or destroyed Securities of such series that which have been replaced or paid and Securities of such series 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, ) have been delivered to the Trustee for cancellation; or (iib)(i) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1) have become due and payable, (2) payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit an amount of the Holders of money in U.S. dollars or U.S. Government Securities of such series, in amounts as will be sufficient, without consideration of or any reinvestment of interest, combination thereof sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation (in the case of Securities of such series that have become due for principal and payable on or prior accrued and unpaid interest to the date of such deposit) or to the stated maturity or redemption date, as the case may beredemption; (ii) no Default with respect to the Securities shall 42 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 is a party or by which it is bound; (iii) the Company has paid or caused to be paid all other sums payable under the indenture in by it with respect of to the Securities of such seriesunder this Indenture; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under the this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the redemption dateRedemption Date, as the case may be. In addition, and with respect to clause (cb) of the preceding sentence, the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such specified herein relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will shall upon Company Request cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Securities expressly provided for in this Indenture), and the Securities Trustee, at the expense of a particular seriesthe Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a1) either either: (A) all Securities previously authenticated and delivered (other than (i) all Securities of such series that which have been authenticated anddestroyed, except for lost, or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 3.6 and (ii) Securities of such series for whose payment money has previously been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (iiB) all such Securities of such series that have not been previously delivered to the Trustee for cancellation (1i) have become due and payable, or (2ii) will become due and payable at their stated maturity Stated Maturity within one year year, or (3iii) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of (b)(ii), (ii) the Company or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, purpose cash or U.S. Government Obligations or a combination thereof in amounts as will be sufficient, an amount (without consideration of any reinvestment of interest, ) sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not previously delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost, or stolen and which have been replaced or paid as provided in Section 3.6), for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable by the Company under the indenture in respect of the Securities of such seriesthis Indenture; and and. (iii3) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent provided for in connection with such this Indenture relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations (if any) of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive. In the event there are Securities of two or more series under this Indenture, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of all series as to which it is Trustee and if the other conditions of such Securities are met. In the event there are two or more Trustees under this Indenture, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all such Trustees.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect to the Securities of a particular series, when If (a) either the Corporation shall deliver to the U.S. Trustee for cancellation all Securities of any series theretofore authenticated (i) all other than any Securities of such series that which shall have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which shall have been replaced or paid as provided in Section 2.7) and not theretofore canceled, or (b) all the Securities of such series for whose payment money has been deposited in trust not theretofore canceled or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that have not been delivered to the U.S. Trustee for cancellation (1) shall have become due and payable, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the U.S. Trustee for the giving of notice of redemption redemption, and the Corporation shall irrevocably deposit in trust with the U.S. Trustee money and/or securities backed by the Trustee in the Company’s name, full faith and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit credit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not delivered to the Trustee for cancellation (in the case of Securities of such series United States that have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward through the payment of the principal thereof and the interest thereon in accordance with their terms, will provide money in an amount sufficient to pay at Stated Maturity or upon redemption all of such Securities at maturity not theretofore canceled or on delivered to the U.S. Trustee for cancellation, including principal and any interest due or to become due to such date of Stated Maturity or redemption date, as the case may be, and if in either 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, (cexcept as to (i) remaining rights of registration of transfer, conversion, substitution and exchange, rights provided in Section 2.7, the Corporation’s obligation to maintain a Paying Agent pursuant to Section 4.3 and the Corporation’s right of optional redemption of Securities of such series, (ii) rights hereunder of holders to receive payments of principal of, and any interest on, the Securities of such series, and other rights, duties and obligations of the holders of Securities of such series as beneficiaries hereof with respect to the amounts, if any, so deposited with the U.S. Trustee, and (iii) the Company rights, obligations and immunities of the U.S. Trustee hereunder), and the U.S. Trustee, on demand of the Corporation, and at the cost and expense of the Corporation, shall have delivered execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Trustee an Officers’ Certificate Securities of such series. The Corporation hereby agrees to compensate the Trustees for any services thereafter reasonably and an Opinion of Counsel, each stating that properly rendered and to reimburse the Indenture has been satisfied Trustees for any costs or expenses theretofore and discharged thereafter reasonably and that all conditions precedent properly incurred by the Trustees in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge have been satisfiedof this Indenture with respect to the Securities of any or all series, the obligations of the Corporation to the Trustees under Section 7.6 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (A) If at any time (i) the Company shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series that and Coupons appertaining thereto which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.09) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that the Company shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(ib) the Company has shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness amount in (including all Principal, premium, if any, and interesti) on such series of Securities not delivered cash (other than moneys repaid by the Trustee or any Paying Agent to the Trustee for cancellation Company in accordance with Section 11.04), (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 series that have become due times and payable on in such amounts as will insure the availability of cash sufficient to pay at such Maturity or prior to the date of upon such deposit) or to the stated maturity or redemption dateredemption, as the case may be, or (iii) a combination thereof, 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 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 dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (iix) 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 Company has paid shall also pay or caused 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 therefore (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 extent to be exercised to make such call for redemption within one year, (v) the 66 rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the indenture 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 (vii) the obligations of the Company under Section 4.03 and the Trustee, on demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will shall be discharged and will shall cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Securities Trustee, on demand of a particular seriesand at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a1) either (A) all Notes theretofore authenticated and delivered (other than (i) all Securities of such series that Notes which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 3.6 and Securities of such series (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (iiB) all Securities of such series Notes that have not been delivered to the Trustee for cancellation (1) have become due and payable, (2) payable by reason of the making of a notice of redemption or otherwise or will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such seriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities the Notes not delivered to the Trustee for cancellation (in the case of Securities of such series that have become due for principal and payable on or prior accrued interest to the date of such deposit) or to the stated maturity or redemption date, as the case may beredemption; (ii2) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iii3) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for or relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2, the last paragraphs of Section 10.3 and Section 14.6 shall survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged and will upon a Company Request cease to be of further effect with respect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Securities Trustee, at the expense the Company, will execute proper instruments acknowledging satisfaction and discharge of a particular seriesthis Indenture, when when: (a) either (i) all Securities of such series that Notes theretofore authenticated and delivered (other than (1) Notes which have been authenticated anddestroyed, except for lost, or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.04 and Securities (1) Notes for the payment of such series for whose payment which money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, Company or discharged from such trust) have been delivered to the Trustee for cancellation; cancellation or (iii) all Securities of such series that have Notes not been theretofore delivered to the Trustee for cancellation (1) have become due and payable, (21) will become due and payable at their stated maturity Stated Maturity within one year year, or (31) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the expense, of the Company’s expense; , and the Company, in the case of clause (b)(iA), (B) the Company or (C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities of such series that Notes which have become due and payable on or prior to the date of such depositpayable) or to the stated maturity Stated Maturity or redemption dateRedemption Date, as the case may be; (iia) the Company has paid or caused to be paid all other sums payable under hereunder by the indenture in respect of the Securities of such seriesCompany; and (iiia) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07, and, if money shall have been deposited with the Trustee pursuant to Section 10.01(a)(ii), the obligations of the Trustee under Section 10.02, will survive.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect to the Securities of a particular series, when If at any time (a) either (ia)(i) all Securities of such any series issued that have been authenticated and, except and delivered have been delivered by the Company to the Trustee for lost, stolen or destroyed cancellation (other than Securities of such series that which have been destroyed, lost or stolen and which have been replaced or paid and Securities of such series for whose payment money has been deposited as provided in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellationSection 2.08); or (ii) all the Securities of such any series issued that have not been delivered by the Company to the Trustee for cancellation (1) shall have become due and payable, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the such Trustee in the Company’s name, name and at the Company’s expense; (b)(i) , the Company has shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust solely for cash (other than moneys repaid by the benefit Trustee or any paying agent to the Company in accordance with Section 10.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the Holders reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series, in amounts as will be sufficient, without consideration series (other than any Securities of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation (in the case of Securities of such series that have cancellation, including Principal and interest due or to become due and payable on or prior to the such date of such deposit) or to the stated maturity or redemption date, as the case may be; (iib) the Company has paid or caused to be paid all other sums then due and payable under the indenture in respect of the Securities of such seriesthis Indenture; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 8.01 have been complied with, 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 50 transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders 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 the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided that the rights of Holders of the Securities to receive amounts in respect of Principal of, premium, if any, 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such satisfaction and discharge have been satisfiedseries.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease to be of further effect with respect If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of a particular series, when Series theretofore authenticated (a) either (i) all other than any Securities of such series that shall have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series and that shall have been replaced or paid as provided in Section 2.09 and Securities of such series for whose payment money has and/or U.S. Government Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter thereupon repaid to the CompanyCompany or discharged from such trust, have been delivered to the Trustee for cancellationas provided in Section 8.06); or (iib) all such Securities of such series that have a particular Series not been theretofore delivered to the Trustee for cancellation (1) shall have become due and payable, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited deposits with the Trustee as trust funds Trustee, in trust solely trust, for the benefit of the Holders of Securities that Series of such seriesSecurities, cash in United States Dollars, noncallable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, without consideration in the opinion of any reinvestment a nationally recognized firm of interestindependent public accountants, to pay and discharge at maturity or upon redemption all Securities of that Series not theretofore delivered to the entire indebtedness (Trustee for cancellation, including all Principalprincipal of, premium, if any, and interest) on such series of Securities not delivered interest due or to the Trustee for cancellation (in the case of Securities of such series that have become due and payable on or prior to the such date of such deposit) or to the stated maturity or redemption date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable under the indenture in respect of the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption datedate fixed for redemption, as the case may be, and (c) 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 shall have delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate and an Opinion of CounselCertificate, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such relating to the satisfaction and discharge of this Indenture with respect to such Series have been satisfied.complied with, then this Indenture shall thereupon cease to be of further effect with respect to such Series except for:

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this This Indenture will be discharged with respect of the Securities and will cease to be of further effect with respect as to the all Securities of a particular seriesissued thereunder, when either (a) either all such Securities theretofore authenticated and delivered (i) all Securities of such series that have been authenticated and, except for lost, stolen or destroyed Securities of such series that which have been replaced or paid and Securities of such series 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, ) have been delivered to the Trustee for cancellation; or (iib)(i) all such Securities of such series that have not been theretofore delivered to the Trustee for cancellation (1) have become due and payable, (2) payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense; (b)(i) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit an amount of the Holders of money in U.S. dollars or U.S. Government Securities of such series, in amounts as will be sufficient, without consideration of or any reinvestment of interest, combination thereof sufficient to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation (in the case of Securities of such series that have become due for principal and payable on or prior accrued and unpaid interest to the date of such deposit) or to the stated maturity or redemption date, as the case may beredemption; (ii) no Default with respect to the Securities 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 is a party or by which it is bound; (iii) the Company has paid or caused to be paid all other sums payable under the indenture in by it with respect of to the Securities of such seriesunder this Indenture; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under the this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the redemption dateRedemption Date, as the case may be. In addition, and with respect to clause (cb) of the preceding sentence, the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such specified herein relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with.

Satisfaction and Discharge of Indenture. Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture will be discharged and will cease (A) If at any time (i) the Company shall have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of a particular series, when any series Outstanding hereunder and all unmatured Coupons appertaining thereto (a) either (i) all other than Securities of such series that and Coupons appertaining thereto which have been authenticated anddestroyed, except for lost, lost or stolen or destroyed Securities of such series that and which have been replaced or paid as provided in Section 2.9) as and Securities of such series for whose payment money has been deposited in trust or segregated when the same shall have become due and held in trust by the Company and thereafter repaid to the Companypayable, have been delivered to the Trustee for cancellation; or (ii) all Securities of such series that the Company shall have not been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (1other 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, (2) will or are by their terms to become due and payable at their stated maturity within one year or (3) if redeemable in accordance with the terms of such Securities, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s nameredemption, and at the Company’s expense; (b)(ib) the Company has shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Securities of such series, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness amount in (including all Principal, premium, if any, and interesti) on such series of Securities not delivered cash (other than moneys repaid by the Trustee or any Paying Agent to the Trustee for cancellation Company 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 series that have become due times and payable on in such amounts as will insure the availability of cash sufficient to pay at such Maturity or prior to the date of upon such deposit) or to the stated maturity or redemption dateredemption, as the case may be; , or (iiiii) a combination thereof, 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 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 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 has paid shall also pay or caused 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) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the indenture 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 (vii) the obligations of the Company under Section 3.2) and the Trustee, on demand of the Company accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series; and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent in connection with such satisfaction and discharge have been satisfied.