Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. When If at any time (a) (i) the Company Issuer shall deliver have paid or caused to be paid the Registrar for cancellation principal of, premium, if any, and interest on all Securities theretofore authenticated the outstanding Notes (other than any Securities that Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in lieu of or in substitution for which other Securities Section 2.04) as and when the same shall have been authenticated become due and delivered) and not theretofore canceledpayable, or (bii) all the Securities not theretofore canceled or Issuer shall have delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities Notes theretofore authenticated (other than any Securities that shall Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.04), or (b) not theretofore canceled (i) the Notes mature within one year, or delivered all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for cancellationgiving the notice of redemption, including principal and interest due(ii) the Issuer irrevocably deposits in trust with the Trustee, accompaniedas trust funds solely for the benefit of the Holders, except money or U.S. Government Obligations or a combination thereof sufficient, in the event the Securities are due and payable solely opinion of a nationally recognized firm of independent public accountants expressed in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory written certificate delivered to the Trustee, without consideration of any reinvestment, to pay principal of and premium, if any, and interest on the Company Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (iii) no Default has occurred and is continuing on the date of the deposit, (iv) the deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound, and (v) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer (including all amounts, payable to the Trustee pursuant to Section 7.07), then, (x) after satisfying the conditions in clause (a), only the Company’s obligations under Sections 7.07 and 8.04 will survive or (y) after satisfying the conditions in clause (b), then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of only the Securities to receive all amounts owing upon Issuer’s or the Securities and the other rights, duties and obligations of Holders of the SecuritiesCompany’s, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rightsapplicable, obligations in Article 2 and immunities of the Trustee hereunder)Sections 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 will survive, and, in either case, the Trustee, on written demand of the Company Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel as required Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by Section 1.02 this provision have been complied with, and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction and discharge discharging of this Indenture; the Company, however, hereby . The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counselincurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the SecuritiesNotes.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Trust shall deliver have paid or caused to be paid all outstanding principal of, any premium and interest on, and any Additional Amounts and other amounts payable with respect to, all the Notes Outstanding under the Indenture, as and when the same shall have become due and payable, or (b) the Trust shall have delivered to the Registrar Indenture Trustee for cancellation all Securities Note Certificates representing Notes theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for Note Certificate which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7) or (c) the Trust shall have irrevocably deposited or caused to be deposited with the Indenture Trustee as trust funds the entire amount in cash (other than funds repaid by the Indenture Trustee or any Paying Agent to the Trust in accordance with Section 11.4) sufficient to pay at maturity all amounts payable at maturity on the Notes represented by each Note Certificate not theretofore canceled or delivered to the Indenture Trustee for cancellation, including principal any outstanding principal, interest, premium, Additional Amounts and interest due, accompanied, except in other amounts due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Trust shall also pay or cause to be paid all other sums payable hereunder under the Indenture by the CompanyTrust, then this the Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Note Certificates, (iii) rights of Holders of the Securities to receive all payments of principal of, any premium and interest on, and any Additional Amounts and other amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof payable with respect to to, the amountsNotes, if any, so deposited with the Trustee and (iiiv) the rights, obligations and immunities of the Indenture Trustee hereunderunder the Indenture and (v) the rights of each Holder as beneficiary of the Indenture with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on written demand of the Company Trust accompanied by an Officers’ a Trust Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyTrust, shall execute 61 proper instruments acknowledging such satisfaction of and discharge of this discharging the Indenture; the Company, however, hereby . The Trust agrees to reimburse the Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Indenture Trustee for any services thereafter reasonably and properly rendered by the Indenture Trustee in connection with this the Indenture or the SecuritiesNotes.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Republic shall deliver have paid or caused to be paid the principal of and interest (including Additional Amounts) on all of the Debt Securities of any Series Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Republic shall have delivered to the Registrar Trustee for cancellation all Debt Securities of any Series theretofore authenticated (other than any Debt Securities that which shall have been apparently destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7) and not theretofore canceled, or (bc) (i) all the Debt Securities of any Series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable within one year and (whether at Stated Maturity, on any Redemption Date ii) the Republic shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, in trust, Trustee the entire amount (other than monies repaid by the Trustee or deliver any paying agent to the Holders, as applicable, cash or cash Republic in accordance with Section 8.3 and Common Shares, if any, Section 8.4) sufficient to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all Debt Securities of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Series not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in (including Additional Amounts) due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Republic shall also pay or cause to be paid all other sums payable hereunder by the CompanyRepublic, then this Indenture shall cease to be of further effect with respect to the Debt Securities of that Series (except as to (i) rights hereunder of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, apparently destroyed, lost or stolen Debt Securities, (iii) rights of Holders to receive payments of principal thereof and interest (including Additional Amounts) thereon, (iv) the rights, obligations, indemnities and immunities of the Securities to receive all amounts owing upon Trustee hereunder and (v) the Securities and the other rights, duties and obligations of Holders rights of the Securities, Holders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company Republic accompanied by an Officers’ Officer’s Certificate of the Republic and an Opinion of Counsel as required by Section 1.02 addressed to the Trustee (which documents shall state that all conditions precedent to the satisfaction and discharge have been satisfied) and at the cost and expense of the CompanyRepublic, shall execute proper instruments acknowledging such satisfaction of and discharge discharging this Indenture with respect to the Debt Securities of this Indenture; the Company, however, hereby that Series. The Republic agrees to reimburse or cause the reimbursement of the Trustee for any documented costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debt Securities.

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver delivers to the Registrar for cancellation Trustee all Securities theretofore authenticated Outstanding Notes (other than any Securities that Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.07) and not theretofore canceled, for cancellation or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall Outstanding Notes have become due and payable (and the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, whether at the Stated Maturity, on Maturity or any Redemption Date or Fundamental Change Repurchase Date or Redemption Date, upon conversion or otherwise, shares of Common Stock (or Reference Property) and the Company shall deposit with the Trustee, in trust, or deliver to the Holderscash, as applicable, cash or cash and Common Shares, if anyapplicable under the Indenture, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) owing on all of such Securities Outstanding Notes (other than any Securities that shall Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated replaced or paid as provided in Section 2.07); and delivered) not theretofore canceled or delivered to the Trustee for cancellationif, including principal and interest duein any such case, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this the Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder)effect, and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by Section 1.02 this provision have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction and discharge of this discharging the Indenture; the Company, however, hereby . The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counselincurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this the Indenture or the SecuritiesNotes.

Satisfaction and Discharge of Indenture. When (A) If at any time (a) the Company Issuer shall deliver have paid or caused to be paid the Registrar for cancellation Principal Amount at Maturity due and payable in respect of all Securities the Notes theretofore authenticated (other than any Securities that Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated replaced or paid as provided in Section 2.6), in accordance with the terms of this Indenture and delivered) and not theretofore canceled, such Notes or (b) all as to Notes not so paid, the Securities not theretofore canceled or Issuer shall have delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and all the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities Notes theretofore authenticated (other than any Securities that Notes which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.6) or (c) as to Notes not theretofore canceled so paid or delivered to the Trustee for cancellation, including principal (i) all the Notes shall have become due and interest duepayable, accompaniedand (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) to pay the Principal Amount at Maturity on all the Notes; and if, except in the event case of (a), (b) or (c), the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer, then this Indenture shall shall, subject to Section 10.6, cease to be of further effect (except as to (i) rights hereunder of registration of transfer and exchange of the Notes and the Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) the rights of Holders of the Securities Notes to receive all amounts owing payments thereon upon the Securities and original stated due dates therefor (but not upon acceleration), (iv) the other rights, obligations, duties and obligations immunities of the Trustee hereunder, (v) the rights of Holders of the Securities, Notes as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and payable to all or any of them, (iivi) the rights, obligations and immunities of the Trustee hereunderIssuer under Sections 3.2, 3.3, 3.4, 4.1 and 9.3 and clauses (a) and (b) of Section 9.1 and (vii) this Article 10 pertinent to such continuing obligations), ; and the Trustee, on written demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction and discharge of this Indenture; provided that the Companyrights of Holders of the Notes to receive amounts in respect of the Principal Amount at Maturity or redemption, howeveras the case may be, hereby on the Notes held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any national securities exchange upon which the Notes are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the SecuritiesNotes.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Trust shall deliver have paid or caused to be paid all outstanding principal of, any premium and interest on, and any Additional Amounts and other amounts payable with respect to, all the Notes Outstanding under the Indenture, as and when the same shall have become due and payable, or (b) the Trust shall have delivered to the Registrar Indenture Trustee for cancellation all Securities Note Certificates representing Notes theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for Note Certificate which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7) or (c) the Trust shall have irrevocably deposited or caused to be deposited with the Indenture Trustee as trust funds the entire amount in cash (other than funds repaid by the Indenture Trustee or any Paying Agent to the Trust in accordance with Section 11.4) sufficient to pay at maturity all amounts payable at maturity on the Notes represented by each Note Certificate not theretofore canceled or delivered to the Indenture Trustee for cancellation, including principal any outstanding principal, interest, premium, Additional Amounts and interest due, accompanied, except in other amounts due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Trust shall also pay or cause to be paid all other sums payable hereunder under the Indenture by the CompanyTrust, then this the Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Note Certificates, (iii) rights of Holders of the Securities to receive all payments of principal of, any premium and interest on, and any Additional Amounts and other amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof payable with respect to to, the amountsNotes, if any, so deposited with the Trustee and (iiiv) the rights, obligations and immunities of the Indenture Trustee hereunderunder the Indenture and (v) the rights of each Holder as beneficiary of the Indenture with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on written demand of the Company Trust accompanied by an Officers’ a Trust Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyTrust, shall execute proper instruments acknowledging such satisfaction of and discharge of this discharging the Indenture; the Company, however, hereby . The Trust agrees to reimburse the Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Indenture Trustee for any services thereafter reasonably and properly rendered by the Indenture Trustee in connection with this the Indenture or the SecuritiesNotes.

Satisfaction and Discharge of Indenture. When If at any time IRSA PC shall have paid or caused to be paid the principal of and interest (aincluding Additional Amounts) on all the Company Securities Outstanding hereunder (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in ‎Section 2.11) as and when the same shall deliver have become due and payable, or IRSA PC shall have delivered to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities that shall have been authenticated and delivered) and not theretofore canceled, replaced or (b) paid as provided in ‎Section 2.11 or all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one (whether at Stated Maturity1) year or are to be called for redemption within one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption, on any Redemption Date and IRSA PC shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any Paying Agent to the Holders, as applicable, cash IRSA PC in accordance with Section ‎9.3 or cash and Common Shares, if any, ‎9.4) sufficient to pay at maturity or upon redemption all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities that shall have been authenticated and deliveredreplaced or paid as provided in ‎Section 2.11) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due(including Additional Amounts) due or to become due on or prior to such date of maturity or redemption, accompanied, except in as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if the Company if, in any such case, IRSA PC shall also pay or cause to be paid all other sums payable hereunder by IRSA PC with respect to the CompanySecurities, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer, exchange and replacement of Securities, and IRSA PC’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 (including Additional Amounts), and remaining rights of the Securities Holders to receive all amounts owing upon mandatory sinking fund payments, if any, (iv) the Securities rights, protections, indemnities, obligations and immunities of the Trustee, each of the Agents and the other rights, duties Representative of the Trustee in Argentina hereunder and the obligations of Holders IRSA PC with respect thereto (v) the rights of the Securities, Securityholders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company IRSA PC accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIRSA PC, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; provided that the Company, however, hereby rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. IRSA PC agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, (including the reasonable fees and expenses of its counsel, ) and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection accordance with the terms of this Indenture or the Securities. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of IRSA PC to the Trustee, the Agents and the Representative of the Trustee in Argentina under Sections 1.2, ‎3.4(b), ‎5.6, 5.13, 5.14 and 11.5 shall survive.

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (with respect to the Notes except as to (i) rights hereunder of Holders of the Securities Noteholders to receive all amounts owing upon the Securities payments of principal thereof and the interest thereon and any other rightsamount due to Noteholders, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) rights of Certificateholders to receive payments of amount distributable to Certificateholders, (iii) Sections 8.1, 11.6, 11.12, 11.17, 12.2, 12.5(b), 15.16 and 15.17, (iv) the rights, obligations and immunities of the Trustee hereunder)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 (v) the rights of Noteholders and Certificateholders as beneficiaries hereof with respect to the property deposited with the Trustee as described below payable to all or any of them, and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; Indenture with respect to the CompanyNotes (and their related Secured Parties), howeveron the Payment Date with respect to any Series (the “Indenture Termination Date”) on which the Issuer has paid, hereby agrees caused to reimburse be paid or irrevocably deposited or caused to be irrevocably deposited in the applicable Payment Account and any applicable Series Account funds sufficient to pay in full all Secured Obligations, and the Issuer has delivered to the Trustee for any costs or expenses thereafter reasonably and properly incurred an Officer’s Certificate, an Opinion of Counsel and, if required by the TrusteeTIA (if this Indenture is required to be qualified under the TIA), including an Independent Certificate from a firm of certified public accountants, each meeting the fees applicable requirements of Section 15.1(a) and expenses each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of its counselthis Indenture have been complied with. After any irrevocable deposit made pursuant to Section 12.1 and satisfaction of the other conditions set forth herein, and to compensate the Trustee for any services thereafter reasonably and properly rendered by promptly upon request shall acknowledge in writing the Trustee in connection with discharge of the Issuer’s obligations under this Indenture or the Securitiesexcept for those surviving obligations specified above.

Satisfaction and Discharge of Indenture. When This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either (ai) the Company shall deliver all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that Issuer) have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable (whether at Stated Maturity, on any Redemption Date by reason of the making of a notice of redemption or Fundamental Change Repurchase Date, upon conversion otherwise or otherwise) will become due and payable within one year and the Company shall deposit Issuer has irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, trust an amount of money sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) discharge the entire indebtedness on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Notes not theretofore canceled or delivered to the Trustee for cancellationcancellation for principal, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amountspremium, if any, so deposited and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than as the result of the incurrence of indebtedness used to discharge the Notes under this Section 8.5) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and (ii) apply the rightsdeposited money toward the payment of such Notes at maturity or the Redemption Date, obligations and immunities of as the Trustee hereunder)case may be. In addition, and the Trustee, on written demand of the Company accompanied by Issuer must deliver an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at to the cost and expense of the Company, shall execute proper instruments acknowledging Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securitieshave been satisfied.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Republic shall deliver have paid or caused to be paid the principal of (and premium, if any, on), and interest (including Additional Amounts) on all of the Debt Securities of any Series Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Republic shall have delivered to the Registrar Trustee for cancellation all Debt Securities of any Series theretofore authenticated (other than any Debt Securities that which shall have been apparently destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7) and not theretofore canceled, or (bc) (i) all the Debt Securities of any Series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable within one year and (whether at Stated Maturity, on any Redemption Date ii) the Republic shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, in trust, Trustee the entire amount (other than monies repaid by the Trustee or deliver any paying agent to the Holders, as applicable, cash or cash Republic in accordance with Section 8.3 and Common Shares, if any, Section 8.4) sufficient to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all Debt Securities of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Series not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in (including Additional Amounts) due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Republic shall also pay or cause to be paid all other sums payable hereunder by the CompanyRepublic, then this Indenture shall cease to be of further effect with respect to the Debt Securities of that Series (except as to (i) rights hereunder of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, apparently destroyed, lost or stolen Debt Securities, (iii) rights of Holders to receive payments of principal thereof (and premium, if any, thereon), and interest (including Additional Amounts) thereon, (iv) the rights, obligations, indemnities and immunities of the Securities to receive all amounts owing upon Trustee hereunder and (v) the Securities and the other rights, duties and obligations of Holders rights of the Securities, Holders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company Republic accompanied by an Officers’ Officer’s Certificate of the Republic and an Opinion of Counsel as required by Section 1.02 addressed to the Trustee (which documents shall state that all conditions precedent to the satisfaction and discharge have been satisfied) and at the cost and expense of the CompanyRepublic, shall execute proper instruments acknowledging such satisfaction of and discharge discharging this Indenture with respect to the Debt Securities of this Indenture; the Company, however, hereby that Series. The Republic agrees to reimburse or cause the reimbursement of the Trustee for any documented costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debt Securities.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Issuer shall deliver have paid or caused to be paid the principal and Change of Control purchase price of and premium, if any, and interest on all the Securities Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Registrar Trustee for cancellation of all Securities theretofore authenticated (other than any Securities that which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7 hereof) and not theretofore canceled, or (bc)(i) all the such Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (whether at Stated Maturity, on any Redemption Date ii) the Issuer shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any paying agent to the HoldersIssuer in accordance with Section 10.4 hereof) or U.S. Government Obligations, maturing as applicableto principal, cash or cash and Common Sharespremium, if any, sufficient and interest in such amounts and at such times as will insure (without reinvestment) the liability of cash sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal principal, premium, if any, and interest due, accompanied, except in due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer and exchange, and the Issuer's right to optional redemption, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof (including any Change of Control purchase price previously accrued) and premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (iv) the rights and obligations and immunities of the Securities to receive all amounts owing upon Trustee hereunder and (v) the Securities and the other rights, duties and obligations of Holders rights of the Securities, Securityholders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; provided that the Companyrights of Holders of the Securities to receive amounts in respect of principal of and premium, howeverif any, hereby and interest or 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 properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. When If at any time (a) (i) the Company Issuer shall deliver have paid or caused to be paid the Registrar for cancellation principal of, premium, if any, and interest on all Securities theretofore authenticated the outstanding Notes (other than any Securities that Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in lieu of or in substitution for which other Securities Section 2.04) as and when the same shall have been authenticated become due and delivered) and not theretofore canceledpayable, or (bii) all the Securities not theretofore canceled or Issuer shall have delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities Notes theretofore authenticated (other than any Securities that shall Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.04), or (b) not theretofore canceled (i) the Notes mature within one year, or delivered all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for cancellationgiving the notice of redemption, including principal and interest due(ii) the Issuer irrevocably deposits in trust with the Trustee, accompaniedas trust funds solely for the benefit of the Holders, except money or U.S. Government Obligations or a combination thereof sufficient, in the event the Securities are due and payable solely opinion of a nationally recognized firm of independent public accountants expressed in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory written certificate delivered to the Trustee, without consideration of any reinvestment, to pay principal of and premium, if any, and interest on the Company Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (iii) no Default has occurred and is continuing on the date of the deposit, (iv) the deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound, and (v) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer (including all amounts, payable to the Trustee pursuant to Section 7.07), then, (x) after satisfying the conditions in clause (a), only the Company’s obligations under Sections 7.07 and 8.04 will survive or (y) after satisfying the conditions in clause (b), then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of only the Securities to receive all amounts owing upon Issuer’s or the Securities and the other rights, duties and obligations of Holders of the SecuritiesCompany’s, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rightsapplicable, obligations in Article 2 and immunities of the Trustee hereunder)Sections 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 will survive, and, in either case, the Trustee, on written demand of the Company Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel as required Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by Section 1.02 this provision have been complied with, and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction and discharge discharging of this Indenture; Indenture and the Company, however, hereby Security Documents and cause the release of all Liens on the Collateral granted under the Security Documents. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counselincurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the SecuritiesNotes.

Satisfaction and Discharge of Indenture. When If at any time (a) (i) the Company Issuer shall deliver have paid or caused to be paid the Registrar for cancellation principal of, premium, if any, and interest and Additional Interest, if any, on all Securities theretofore authenticated the outstanding Notes (other than any Securities that Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated replaced or paid as provided in Section 2.04) as and delivered) and not theretofore canceled, or (b) all when the Securities not theretofore canceled or delivered to the Trustee for cancellation same shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trustpayable, or deliver (ii) the Issuer shall have delivered to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay Senior Trustee for cancellation all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities Notes theretofore authenticated (other than any Securities that shall Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.04), or (b) not theretofore canceled (i) the Notes mature within one year, or all of them are to be called for redemption within one year under arrangements satisfactory to the Senior Trustee for giving the notice of redemption, (ii) the Issuer irrevocably deposits in trust with the Senior Trustee, as trust funds solely for the benefit of the Holders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee for cancellationSenior Trustee, including without consideration of any reinvestment, to pay principal of and premium, interest dueand Additional Interest, accompaniedif any, except in on the event Notes to maturity or redemption, as the Securities are due case may be, and to pay all other sums payable solely in cash at by it hereunder, (iii) no Default has occurred and is continuing on the Stated Maturity date of the Securities deposit, (iv) the deposit will not result in a breach or upon an earlier Redemption Date violation of, or Fundamental Change Repurchase Dateconstitute a default under, the Indenture or any other agreement or instrument to which the Issuer is a party or by a verification report as which it is bound, and (v) the Issuer delivers to the sufficiency Senior Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to Indenture have been complied with; and if, in any such case, the Trustee, and if the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer (including all amounts, payable to the Senior Trustee pursuant to Section 7.07), then, (x) after satisfying the conditions in clause (a), only the Company’s obligations under Sections 7.07 and 8.04 will survive or (y) after satisfying the conditions in clause (b), then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of only the Securities to receive all amounts owing upon Issuer’s or the Securities and the other rights, duties and obligations of Holders of the SecuritiesCompany’s, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rightsappicable, obligations in Article 2 and immunities of Sections 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 will survive, and, in either case, the Trustee hereunder), and the Senior Trustee, on written demand of the Company Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel as required Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by Section 1.02 this provision have been complied with, and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction and discharge discharging of this Indenture; the Company, however, hereby . The Issuer agrees to reimburse the Senior Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counselincurred, and to compensate the Senior Trustee for any services thereafter reasonably and properly rendered rendered, by the Senior Trustee in connection with this Indenture or the SecuritiesNotes.

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (with respect to the Securities except as to (i) rights hereunder of Holders Noteholders to receive payments of principal thereof and interest thereon and any other amount due to Noteholders, (ii) rights of Certificateholders to receive payments of amount distributable to Certificateholders, (iii) Sections 8.1, 11.6, 11.12, 11.17, 12.2, 12.5(b), 15.16 and 15.17, (iv) the rights, obligations under Sections 12.2 and 15.17 and immunities of the Securities to receive all amounts owing upon Indenture Trustee hereunder (including the Securities and the other rights, duties and obligations of Holders rights of the Securities, Indenture Trustee under Sections 11.6 and 11.17) and (v) the rights of Noteholders and Certificateholders as beneficiaries hereof with respect to the amounts, if any, so property deposited with the Indenture Trustee and (ii) the rights, obligations and immunities as described below payable to all or any of the Trustee hereunder)them, and the Indenture Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; Indenture with respect to the CompanySecurities (and their related Secured Parties), howeveron the Payment Date (the “Indenture Termination Date”) on which the Issuer has paid, hereby agrees caused to reimburse be paid or irrevocably deposited or caused to be irrevocably deposited in the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counselapplicable Payment Account funds sufficient to pay in full all Secured Obligations, and the Issuer has delivered to compensate the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 15.1(a) and each stating that all conditions precedent herein provided for any services thereafter reasonably relating to the satisfaction and properly rendered by the Trustee in connection with discharge of this Indenture or have been complied with. After any irrevocable deposit made pursuant to Section 12.1 and satisfaction of the Securitiesother conditions set forth herein, the Indenture 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. When If at any time IRSA PC shall have paid or caused to be paid the principal of and interest (aincluding Additional Amounts) on all the Company Securities Outstanding hereunder (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.11) as and when the same shall deliver have become due and payable, or IRSA PC shall have delivered to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities that shall have been authenticated and delivered) and not theretofore canceled, replaced or (b) paid as provided in Section 2.11 or all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one (whether at Stated Maturity1) year or are to be called for redemption within one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption, on any Redemption Date and IRSA PC shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any Paying Agent to the Holders, as applicable, cash IRSA PC in accordance with Section 9.3 or cash and Common Shares, if any, 9.4) sufficient to pay at maturity or upon redemption all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities that shall have been authenticated and deliveredreplaced or paid as provided in Section 2.11) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due(including Additional Amounts) due or to become due on or prior to such date of maturity or redemption, accompanied, except in as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if the Company if, in any such case, IRSA PC shall also pay or cause to be paid all other sums payable hereunder by IRSA PC with respect to the CompanySecurities, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer, exchange and replacement of Securities, and IRSA PC’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 (including Additional Amounts), and remaining rights of the Securities Holders to receive all amounts owing upon mandatory sinking fund payments, if any, (iv) the Securities rights, protections, indemnities, obligations and immunities of the Trustee, each of the Agents and the other rights, duties Representative of the Trustee in Argentina hereunder and the obligations of Holders IRSA PC with respect thereto (v) the rights of the Securities, Securityholders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company IRSA PC accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIRSA PC, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; provided that the Company, however, hereby rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. IRSA PC agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, (including the reasonable fees and expenses of its counsel, ) and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection accordance with the terms of this Indenture or the Securities. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of IRSA PC to the Trustee, the Agents and the Representative of the Trustee in Argentina under Sections 1.2, 3.4(b), 5.6, 5.13, 5.14 and 11.5 shall survive.

Satisfaction and Discharge of Indenture. When If at any time (a) IRSA shall have paid or caused to be paid the Company principal of and interest on all the Securities (including Additional Amounts) Outstanding hereunder (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.11) as and when the same shall deliver have become due and payable, or (b) IRSA shall have delivered to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities that shall have been authenticated and delivered) and not theretofore canceled, replaced or paid as provided in Section 2.11 or (bc) (i) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one (whether at Stated Maturity1) year or are to be called for redemption within one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption, on any Redemption Date and (ii) IRSA shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any Paying Agent to the Holders, as applicable, cash IRSA in accordance with Sections 9.3 or cash and Common Shares, if any, 9.4) sufficient to pay at maturity or upon redemption all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities that shall have been authenticated and deliveredreplaced or paid as provided in Section 2.11) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due(including Additional Amounts) due or to become due on or prior to such date of maturity or redemption, accompanied, except in as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if the Company if, in any such case, IRSA shall also pay or cause to be paid all other sums payable hereunder by IRSA with respect to the CompanySecurities, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer, exchange and replacement of Securities, and IRSA’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 (including Additional Amounts), and remaining rights of the Securities Holders to receive all amounts owing upon mandatory sinking fund payments, if any, (iv) the Securities rights, protections, indemnities, obligations and immunities of the Trustee, each of the Agents and the other rights, duties and obligations of Holders Representative of the Securities, Trustee in Argentina hereunder and (v) the rights of the Securityholders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company IRSA accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIRSA, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; provided that the Company, however, hereby rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. IRSA agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, (including the reasonable fees and expenses of its counsel, ) and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection accordance with the terms of this Indenture or the Securities. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of IRSA to the Trustee under Sections 3.4(b) and 5.6 shall survive.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Issuer shall deliver have paid or caused to be paid the principal and Change of Control purchase price of and premium, if any, and interest on all the Securities Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Registrar Trustee for cancellation of all Securities theretofore authenticated (other than any Securities that which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7 hereof) and not theretofore canceled, or (bc)(i) all the such Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (whether at Stated Maturity, on any Redemption Date ii) the Issuer shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any paying agent to the HoldersIssuer in accordance with Section 9.4 hereof) or U.S. Government Obligations, maturing as applicableto principal, cash or cash and Common Sharespremium, if any, sufficient and interest in such amounts and at such times as will insure (without reinvestment) the liability of cash sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal principal, premium, if any, and interest due, accompanied, except in due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer and exchange, and the Issuer's right to optional redemption, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof (including any Change of Control purchase price previously accrued) and premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (iv) the rights and obligations and immunities of the Securities to receive all amounts owing upon Trustee hereunder and (v) the Securities and the other rights, duties and obligations of Holders rights of the Securities, Securityholders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; provided that the Companyrights of Holders of the Securities to receive amounts in respect of principal of and premium, howeverif any, hereby and interest or 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 properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. When (a) the Company Corporation shall deliver to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 3.05) and not theretofore canceledcancelled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) within one year and the Company Corporation shall deposit with the TrusteeTrustee or any paying agent, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, funds sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on at maturity all of such the Securities (other than any Securities that which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 3.05) not theretofore canceled or delivered to the Trustee for cancellation, including principal (and interest duepremium, accompaniedif any) and interest, except in if any, due or to become due to such date of maturity, but excluding, however, the event amount of any moneys for the payment of the principal of (and premium, if any) or interest, if any, on the Securities are due (1) theretofore deposited with the Trustee or any paying agent and payable solely in cash at repaid by the Stated Maturity of the Securities Trustee or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as any paying agent to the sufficiency Corporation in accordance with the provisions of the deposited amount from an independent certified accountant Section 13.04, or other financial professional reasonably satisfactory (2) paid to any State or to the TrusteeDistrict of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder)effect, and the Trustee, on written demand of the Company Corporation accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 16.05 and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture; the Company. The Corporation, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Republic shall deliver have paid or caused to be paid the principal of, premium, if any, and interest (including Additional Amounts) on all of the Debt Securities of any Series Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Republic shall have delivered to the Registrar Trustee for cancellation all Debt Securities of any Series theretofore authenticated (other than any Debt Securities that which shall have been apparently destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7) and not theretofore canceled, or (bc) (i) all the Debt Securities of any Series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable within one year and (whether at Stated Maturity, on any Redemption Date ii) the Republic shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, in trust, Trustee the entire amount (other than monies repaid by the Trustee or deliver any paying agent to the Holders, as applicable, cash or cash Republic in accordance with Section 8.3 and Common Shares, if any, Section 8.4) sufficient to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all Debt Securities of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Series not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in (including Additional Amounts) due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Republic shall also pay or cause to be paid all other sums payable hereunder by the CompanyRepublic, then this Indenture shall cease to be of further effect with respect to the Debt Securities of that Series (except as to (i) rights hereunder of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, apparently destroyed, lost or stolen Debt Securities, (iii) rights of Holders to receive payments of principal thereof, premium, if any, and interest (including Additional Amounts) thereon, (iv) the rights, obligations, indemnities and immunities of the Securities to receive all amounts owing upon Trustee hereunder and (v) the Securities and the other rights, duties and obligations of Holders rights of the Securities, Holders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company Republic accompanied by an Officers’ Officer’s Certificate of the Republic and an Opinion of Counsel as required by Section 1.02 addressed to the Trustee (which documents shall state that all conditions precedent to the satisfaction and discharge have been satisfied) and at the cost and expense of the CompanyRepublic, shall execute proper instruments acknowledging such satisfaction of and discharge discharging this Indenture with respect to the Debt Securities of this Indenture; the Company, however, hereby that Series. The Republic agrees to reimburse or cause the reimbursement of the Trustee for any documented costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debt Securities.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Republic shall deliver have paid or caused to be paid the principal of and interest (including Additional Amounts) on all of the Debt Securities of any Series Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Republic shall have delivered to the Registrar for cancellation all Debt Securities of any Series theretofore authenticated (other than any Debt Securities that which shall have been purportedly destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7) and not theretofore canceled, or (bc) (i) all the Debt Securities of any Series not theretofore canceled or delivered to the Trustee Registrar for cancellation shall have become due and payable within one year and (whether at Stated Maturity, on any Redemption Date ii) the Republic shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, in trust, Trustee or deliver the Paying Agent the entire amount (other than monies repaid by the Trustee or any Paying Agent to the Holders, as applicable, cash or cash Republic in accordance with Section 8.3 and Common Shares, if any, Section 8.4) sufficient to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all Debt Securities of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Series not theretofore canceled or delivered to the Trustee Registrar for cancellation, including principal and interest due, accompanied, except in (including Additional Amounts) due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Republic shall also pay or cause to be paid all other sums payable hereunder by the CompanyRepublic, then this Indenture shall cease to be of further effect with respect to the Debt Securities of that Series (except as to (i) rights hereunder of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, purportedly destroyed, lost or stolen Debt Securities, (iii) rights of Holders to receive payments of principal thereof and interest (including Additional Amounts) thereon, (iv) the rights, obligations, indemnities and immunities of the Securities to receive all amounts owing upon Trustee hereunder and (v) the Securities and the other rights, duties and obligations of Holders rights of the Securities, Holders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company Republic accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel as required by Section 1.02 addressed to the Trustee, each stating that all conditions precedent to the satisfaction and discharge have been satisfied and at the cost and expense of the CompanyRepublic, shall execute proper instruments acknowledging such satisfaction of and discharge discharging this Indenture with respect to the Debt Securities of this Indenture; the Company, however, hereby that Series. The Republic agrees to reimburse or cause the reimbursement of the Trustee for any documented and reasonably incurred costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debt Securities.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Issuer shall deliver have paid or caused to be paid the principal of, premium, if any, and interest, if any, on all the Securities Outstanding (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated replaced or paid as provided in Section 2.9); and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trusteeif, in trustany such case, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer (including all amounts, payable to the Trustee pursuant to Section 6.6), then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder)effect, and the Trustee, on written demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by Section 1.02 this provision have been complied with, and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction and discharge of discharging this Indenture; the Company, however, hereby . The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counselincurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the Securities.. ARTICLE ELEVEN

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (with respect to the Notes except as to (i) rights hereunder of Holders of the Securities Noteholders to receive all amounts owing upon the Securities payments of principal thereof and the interest thereon and any other rightsamount due to Noteholders, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) Sections 8.1, 11.6, 11.12, 12.2, 12.5(b), 15.16 and 15.17, (iii) the rights, obligations and immunities of the Trustee hereunder)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 as described below payable to all or any of them, and the Trustee, on written demand of the Company accompanied by in accordance with an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 Issuer Order and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; Indenture with respect to the CompanyNotes (and their related Secured Parties), howeveron the first Business Day after the Payment Date with respect to any Series (the “Indenture Termination Date”) on which the Issuer has paid, hereby agrees caused to reimburse be paid or irrevocably deposited or caused to be irrevocably deposited in the applicable Payment Account and any applicable Series Account funds sufficient to pay in full all Issuer Obligations and Collateral Interests, if any, and the Issuer has delivered to the Trustee for any costs or expenses thereafter reasonably and properly incurred a Conn Officer’s Certificate, an Opinion of Counsel and, if required by the TrusteeTIA (if this Indenture is required to be qualified under the TIA), including an Independent Certificate from a firm of certified public accountants, each meeting the fees applicable requirements of Section 15.1(a) and expenses each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of its counselthis Indenture have been complied with. After any irrevocable deposit made pursuant to Section 12.1 and satisfaction of the other conditions set forth in this Section 12.1, and to compensate the Trustee for any services thereafter reasonably and properly rendered by promptly upon Issuer Request shall acknowledge in writing the Trustee in connection with discharge of the Issuer’s obligations under this Indenture or the Securitiesexcept for those surviving obligations specified above.

Satisfaction and Discharge of Indenture. When If at any time (aa)(i) the Company Issuers shall deliver have paid or caused to be paid the Registrar for cancellation principal of, premium, if any, and interest on all Securities theretofore authenticated the outstanding Notes (other than any Securities that Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in lieu of or in substitution for which other Securities Section 2.04) as and when the same shall have been authenticated become due and delivered) and not theretofore canceledpayable, or (bii) all the Securities not theretofore canceled or Issuers shall have delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay cancelation all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities Notes theretofore authenticated (other than any Securities that shall Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.04), or (b)(i) not theretofore canceled the Notes mature within one year, or delivered all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for cancellationgiving the notice of redemption, including principal and interest due(ii) the Issuers irrevocably deposits in trust with the Trustee, accompaniedas trust funds solely for the benefit of the Holders, except money or U.S. Government Obligations or a combination thereof sufficient, in the event the Securities are due and payable solely opinion of a nationally recognized firm of independent public accountants expressed in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory written certificate delivered to the Trustee, without consideration of any reinvestment, to pay principal of and if premium and interest on the Company Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (iii) no Default has occurred and is continuing on the date of the deposit, (iv) the deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuers are a party or by which they are bound, and (v) the Issuers delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; and if, in any such case, the Issuers shall also pay or cause to be paid all other sums payable hereunder by the Issuers (including all amounts, payable to the Trustee pursuant to Section 7.07), then, (x) after satisfying the conditions in clause (a), only the Company’s obligations under Sections 7.07 and 8.04 will survive or (y) after satisfying the conditions in clause (b), then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of only the Securities to receive all amounts owing upon Issuers’ or the Securities and the other rights, duties and obligations of Holders of the SecuritiesCompany’s, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rightsapplicable, obligations in Article II and immunities of the Trustee hereunder)Sections 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 will survive, and, in either case, the Trustee, on written demand of the Company Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel as required Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by Section 1.02 this provision have been complied with, and at the cost and expense of the CompanyIssuers, shall execute proper instruments acknowledging such satisfaction and discharge discharging of this Indenture; the Company, however, hereby agrees . The Issuers agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counselincurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the SecuritiesNotes.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Republic shall deliver have paid or caused to be paid the principal of and interest (including Additional Amounts) on all of the Debt Securities of any Series Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Republic shall have delivered to the Registrar Trustee for cancellation all Debt Securities of any Series theretofore authenticated (other than any Debt Securities that which shall have been purportedly destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7) and not theretofore canceled, or (bc) (i) all the Debt Securities of any Series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable within one year and (whether at Stated Maturity, on any Redemption Date ii) the Republic shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, in trust, Trustee the entire amount (other than monies repaid by the Trustee or deliver any trustee paying agent to the Holders, as applicable, cash or cash Republic in accordance with Section 8.3 and Common Shares, if any, Section 8.4) sufficient to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all Debt Securities of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Series not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in (including Additional Amounts) due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Republic shall also pay or cause to be paid all other sums payable hereunder by the CompanyRepublic, then this Indenture shall cease to be of further effect with respect to the Debt Securities of that Series (except as to (i) rights hereunder of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, purportedly destroyed, lost or stolen Debt Securities, (iii) rights of Holders to receive payments of principal thereof and interest (including Additional Amounts) thereon, (iv) the rights, obligations, indemnities and immunities of the Securities to receive all amounts owing upon Trustee hereunder and (v) the Securities and the other rights, duties and obligations of Holders rights of the Securities, Holders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company Republic accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel as required by Section 1.02 addressed to the Trustee, each stating that all conditions precedent to the satisfaction and discharge have been satisfied and at the cost and expense of the CompanyRepublic, shall execute proper instruments acknowledging such satisfaction of and discharge discharging this Indenture with respect to the Debt Securities of this Indenture; the Company, however, hereby that Series. The Republic agrees to reimburse or cause the reimbursement of the Trustee for any documented costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debt Securities.

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (with respect to the Securities except as to (i) rights hereunder of Holders Noteholders to receive payments of principal thereof and interest thereon and any other amount due to Noteholders, (ii) rights of Certificateholders to receive payments of amount distributable to Certificateholders, (iii) Sections 8.1, 11.6, 11.12, 11.17, 12.2, 12.5(b), 15.16 and 15.17, (iv) the rights, obligations under Sections 12.2 and 15.17 and immunities of the Securities to receive all amounts owing upon Indenture Trustee hereunder (including the Securities and the other rights, duties and obligations of Holders rights of the Securities, Indenture Trustee under Sections 11.6 and 11.17) and (v) the rights of Noteholders and Certificateholders as beneficiaries hereof with respect to the amounts, if any, so property deposited with the Indenture Trustee and (ii) the rights, obligations and immunities as described below payable to all or any of the Trustee hereunder)them, and the Indenture Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; Indenture with respect to the Company4126-5192-3506.10 Securities (and their related Secured Parties), howeveron the Payment Date (the “Indenture Termination Date”) on which the Issuer has paid, hereby agrees caused to reimburse be paid or irrevocably deposited or caused to be irrevocably deposited in the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counselapplicable Payment Account funds sufficient to pay in full all Secured Obligations, and the Issuer has delivered to compensate the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 15.1(a) and each stating that all conditions precedent herein provided for any services thereafter reasonably relating to the satisfaction and properly rendered by the Trustee in connection with discharge of this Indenture or have been complied with. After any irrevocable deposit made pursuant to Section 12.1 and satisfaction of the Securitiesother conditions set forth herein, the Indenture 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. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (with respect to the Notes except as to (i) rights hereunder of Holders of the Securities Noteholders to receive all amounts owing upon the Securities payments of principal thereof and the interest thereon and any other rightsamount due to Noteholders, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) rights of Certificateholders to receive payments of amount distributable to Certificateholders, (iii) Sections 8.1, 11.6, 11.12, 11.17, 12.2, 12.5(b), 15.16 and 15.17, (iv) the rights, obligations and immunities of the Trustee hereunderhereunder (including the rights [Base Indenture (OF XIV)] of the Trustee under Sections 11.6 and 11.17 and the obligations of the Trustee under Section 12.2) and (v) the rights of Noteholders and Certificateholders as beneficiaries hereof with respect to the property deposited with the Trustee as described below payable to all or any of them, and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; Indenture with respect to the CompanyNotes (and their related Secured Parties), howeveron the Payment Date with respect to any Series (the “Indenture Termination Date”) on which the Issuer has paid, hereby agrees caused to reimburse be paid or irrevocably deposited or caused to be irrevocably deposited in the applicable Payment Account and any applicable Series Account funds sufficient to pay in full all Secured Obligations, and the Issuer has delivered to the Trustee for any costs or expenses thereafter reasonably and properly incurred an Officer’s Certificate, an Opinion of Counsel and, if required by the TrusteeTIA (if this Indenture is required to be qualified under the TIA), including an Independent Certificate from a firm of certified public accountants, each meeting the fees applicable requirements of Section 15.1(a) and expenses each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of its counselthis Indenture have been complied with. After any irrevocable deposit made pursuant to Section 12.1 and satisfaction of the other conditions set forth herein, and to compensate the Trustee for any services thereafter reasonably and properly rendered by promptly upon request shall acknowledge in writing the Trustee in connection with discharge of the Issuer’s obligations under this Indenture or the Securitiesexcept for those surviving obligations specified above.

Satisfaction and Discharge of Indenture. When If at any time (a) Jamaica shall have paid or caused to be paid the Company principal of and interest (including Additional Amounts) on all of the Debt Securities of any Series Outstanding hereunder, as and when the same shall deliver have become due and payable, or (b) Jamaica shall have delivered to the Registrar Trustee for cancellation all Debt Securities of any Series theretofore authenticated (other than any Debt Securities that which shall have been apparently destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7) and not theretofore canceled, or (bc) (i) all the Debt Securities of any Series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable within one year and (whether at Stated Maturity, on any Redemption Date ii) Jamaica shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee the entire amount (other than monies repaid by the Trustee or any paying agent to Jamaica in trust, or deliver to the Holders, as applicable, cash or cash accordance with Section 8.3 and Common Shares, if any, Section 8.4) sufficient to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all Debt Securities of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Series not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in (including Additional Amounts) due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if the Company if, in any such case, Jamaica shall also pay or cause to be paid all other sums payable hereunder by the CompanyJamaica, then this Indenture shall cease to be of further effect with respect to the Debt Securities of that Series (except as to (i) rights hereunder of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, apparently destroyed, lost or stolen Debt Securities, (iii) rights of Holders of the Securities to receive all amounts owing upon the Securities payments of principal thereof and the other rightsinterest (including Additional Amounts) thereon, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iiiv) the rights, obligations and immunities of the Trustee hereunderhereunder and (v) the rights of the Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on written demand of the Company Jamaica accompanied by an Officers’ Officer’s Certificate of Jamaica and an Opinion of Counsel as required by Section 1.02 addressed to the Trustee and at the cost and expense of the CompanyJamaica, shall execute proper instruments acknowledging such satisfaction of and discharge discharging this Indenture with respect to the Debt Securities of this Indenture; the Company, however, hereby that Series. Jamaica agrees to reimburse or cause the reimbursement of the Trustee for any documented costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debt Securities.

Satisfaction and Discharge of Indenture. When If at any time (a) APSA shall have paid or caused to be paid the Company principal of and interest on all the Securities (including Additional Amounts) Outstanding hereunder (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.11) as and when the same shall deliver have become due and payable, or (b) APSA shall have delivered to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities that shall have been authenticated and delivered) and not theretofore canceled, replaced or paid as provided in Section 2.11 or (bc) (i) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one (whether at Stated Maturity1) year or are to be called for redemption within one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption, on any Redemption Date and (ii) APSA shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any Paying Agent to the Holders, as applicable, cash APSA in accordance with Sections 9.3 or cash and Common Shares, if any, 9.4) sufficient to pay at maturity or upon redemption all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities that shall have been authenticated and deliveredreplaced or paid as provided in Section 2.11) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due(including Additional Amounts) due or to become due on or prior to such date of maturity or redemption, accompanied, except in as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if the Company if, in any such case, APSA shall also pay or cause to be paid all other sums payable hereunder by APSA with respect to the CompanySecurities, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer, exchange and replacement of Securities, and APSA’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 (including Additional Amounts), and remaining rights of the Securities Holders to receive all amounts owing upon mandatory sinking fund payments, if any, (iv) the Securities rights, protections, indemnities, obligations and immunities of the Trustee, each of the Agents and the other rights, duties and obligations of Holders Representative of the Securities, Trustee in Argentina hereunder and (v) the rights of the Securityholders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company APSA accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyAPSA, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; provided that the Company, however, hereby rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. APSA agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, (including the reasonable fees and expenses of its counsel, ) and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection accordance with the terms of this Indenture or the Securities. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of APSA to the Trustee under Sections 3.4(b) and 5.6 shall survive.

Satisfaction and Discharge of Indenture. When (ai) the Company shall deliver to the Registrar for cancellation all Securities Notes theretofore authenticated (other than any Securities Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities Notes shall have been authenticated and delivered) and not theretofore canceled, or (bii) all the Securities Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated MaturityMaturity Date for the payment of the principal amount thereof, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion Purchase Date or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash funds and shares of Common SharesStock, if anyas applicable, sufficient to pay all amounts due (and shares of Common Shares Stock deliverable following conversion, if applicable) on all of such Securities Notes (other than any Securities Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, accompanied by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of no further effect (except as to (iA) rights hereunder of Holders of the Securities Notes to receive all amounts owing upon the Securities Notes and the other rights, duties and obligations of Holders of the SecuritiesNotes, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iiB) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 9.02(b) and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.Notes. This Indenture shall upon Company Request cease to be of further effect with respect to Notes (except as to any surviving rights of registration of transfer or exchange of such Notes or conversion of such Notes 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 Notes, when:

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Issuer shall deliver have paid or caused to be paid the Registrar for cancellation principal of and interest on all Securities theretofore authenticated the Notes (including Additional Amounts) Outstanding hereunder (other than any Securities Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in lieu of or in substitution for which other Securities Section 2.11. as and when the same shall have been authenticated become due and delivered) and not theretofore canceledpayable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that shall been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.11. or (c) (i) all the Securities Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (whether at Stated Maturity, on any Redemption Date ii) the Issuer shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash in the Specified Currency (other than moneys repaid by the Trustee or deliver any Paying Agent to the Holders, as applicable, cash Issuer in accordance with Section 8.3. or cash and Common Shares, if any, 8.4.) sufficient to pay at maturity or upon redemption all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities Notes (other than any Securities Notes that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities that shall have been authenticated and deliveredreplaced or paid as provided in Section 2.11.) not theretofore canceled or delivered to the Trustee for cancellation, including principal principal, premium and interest due(including Additional Amounts) due or to become due on prior to such date of maturity or redemption, accompanied, except in as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer with respect to the Notes, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders registration of the Securities to receive all amounts owing upon the Securities transfer, exchange and replacement of Notes, and the other rights, duties and obligations Issuer's right of Holders of the Securities, as beneficiaries hereof with respect to the amountsoptional redemption, if any, so deposited with the Trustee and (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders to receive payments of principal thereof and interest thereon (including Additional Amounts), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunderhereunder and (v) the rights of the Noteholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on written demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction and discharge discharging of this Indenture; provided, that the Company, however, hereby rights of Holders of the Notes to receive amounts in respect of principal of and interest on the Notes held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any securities exchange upon which the Notes are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, (including the reasonable fees and expenses of its counsel, ) and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the SecuritiesNotes.

Satisfaction and Discharge of Indenture. When (ai) the Company shall deliver to the Registrar Trustee for cancellation all Securities Notes theretofore authenticated (other than any Securities Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities Notes shall have been authenticated and delivered) and not theretofore canceled, or (bii) all the Securities Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturitypayable, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company or the Guarantor shall deposit with the Trustee, in trust, cash or deliver to the Holdersshares of Common Stock (or, if applicable, other Reference Property), as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversionat the Stated Maturity, if applicable) on upon exchange of, or upon any Fundamental Change Date or Redemption Date with respect to, all of such Securities the Notes (other than any Securities Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due(including Additional Interest, accompaniedif any) due or to become due to such Stated Maturity, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date or the Redemption Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (iA) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (B) rights hereunder of Holders of the Securities to receive all amounts owing upon payments of principal of and interest (including Additional Interest, if any) on, the Securities Notes and the other rights, duties and obligations of Holders of the SecuritiesHolders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iiC) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company or the Guarantor accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel as required by Section 1.02 and at the reasonable cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the SecuritiesNotes. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 11.06, and if money shall have been deposited with the Trustee pursuant to this Section 9.01, the provisions of Sections 2.03, 2.06, 2.07, 9.02 and 9.03 shall survive.

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (with respect to the Notes except as to (i1) rights hereunder of Holders registration of the Securities transfer and exchange, (2) substitution of mutilated, destroyed, defaced, lost or stolen Notes, (3) rights of Noteholders to receive all payments of principal thereof and interest thereon and each Insurer relating to any Series of Notes to receive any Reimbursement or other amounts owing upon due or to become due hereunder or under the Securities and the other rightsapplicable Insurance Agreement and/or Insurance Policy that have not been previously paid, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii4) the rights, obligations and immunities of the Indenture Trustee hereunder)hereunder including, without limitation, the rights to compensation, reimbursement and indemnification, (5) rights of the Co-Issuers to optional redemption pursuant to Section 9.2 and (6) the rights of Noteholders and the other Secured Parties as beneficiaries hereof with respect to the property deposited with the Indenture Trustee and payable to all or any of them, and all Collateral, rights and interest hereby conveyed or assigned or pledged and not disposed of previously pursuant to Section 5.3 then remaining, if any, shall revert to the Co-Issuers, and the estate, right, title and interest of the Indenture Trustee and the Secured Parties therein shall thereupon cease, terminate and become void, and the Indenture Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyCo-Issuers, shall execute proper instruments in form and substance reasonably satisfactory to the Co-Issuers and the Indenture Trustee acknowledging satisfaction and discharge of this Indenture and releasing the Collateral from the Lien of this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs and execute and deliver such other instruments or expenses thereafter documents as may be reasonably and properly incurred requested by the TrusteeCo-Issuers to give effect to such release, and shall convey, assign and transfer, or cause to be conveyed, assigned or transferred, and shall deliver or cause to be delivered to the Co-Issuers, all such remaining Collateral, including the fees and expenses of its counselmoney, and to compensate the Trustee for any services thereafter reasonably and properly rendered then held by the Indenture Trustee in connection or any co trustee, other than moneys deposited with this the Indenture or the Securities.Trustee pursuant to clause (ii) below, when:

Satisfaction and Discharge of Indenture. When (ai) the Company shall deliver to the Registrar Trustee for cancellation all Securities Notes theretofore authenticated (other than any Securities Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities Notes shall have been authenticated and delivered) and not theretofore canceled, or (bii) all the Securities Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturitypayable, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company or the Guarantor shall deposit with the Trustee, in trust, cash or deliver to the Holdersshares of Common Stock, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversionat the Stated Maturity, if applicable) on upon exchange of, or upon any Fundamental Change Date with respect to, all of such Securities the Notes (other than any Securities Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due(including Additional Interest, accompanied, except in the event the Securities are if any) due and payable solely in cash at the or to become due to such Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (iA) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (B) rights hereunder of Holders of the Securities to receive all amounts owing upon payments of principal of and interest (including Additional Interest, if any) on, the Securities Notes and the other rights, duties and obligations of Holders of the SecuritiesHolders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iiC) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company or the Guarantor accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel as required by Section 1.02 and at the reasonable cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the SecuritiesNotes. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 11.06, and if money shall have been deposited with the Trustee pursuant to this Section 9.01, the provisions of Sections 2.03, 2.06, 2.07, 9.02 and 9.03 shall survive.

Satisfaction and Discharge of Indenture. When (a1) the Company shall deliver to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b2) all the Securities not theretofore canceled or delivered to the Trustee Registrar for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon a) been deposited for conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Holders shares of Common Shares, if any, Stock sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on 91 owing in respect of all of such Securities (other than any Securities that which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on their Stated Maturity, Optional Repurchase Date, Fundamental Change Repurchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including principal the Accreted Principal Amount and interest due(including Contingent Interest and Additional Amounts, accompaniedif any) accrued and unpaid to such Stated Maturity, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Optional Repurchase Date, Fundamental Change Repurchase Date or Redemption Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if in either case (1) or (2) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this the Indenture with respect to the Securities shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the Securities amounts then due, including interest (including Contingent Interest, if any) and Additional Amounts with respect to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the SecuritiesHolders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee Trustee; and (iiiii) the rights, obligations and immunities of the Trustee hereunderTrustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under the Indenture with respect to the Securities), and the Trustee, on written demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 1303 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities. Notwithstanding the satisfaction and discharge of this Indenture; , the Company, however, hereby agrees obligations of the Company to reimburse the Trustee under Section 606 and, if United States dollars shall have been deposited with the Trustee pursuant to this Section, the obligations of the Trustee under Section 1302 and the last paragraph of Section 1003 shall survive. Subject to the provisions of the last paragraph of Section 1003, all United States dollars deposited with the Trustee pursuant to Section 1031 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture (Including, without limitation, Section 605), to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of, premium, if any, and interest on the Securities for any costs or expenses thereafter reasonably and properly incurred by whose payment such United States dollars have been deposited with the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Issuer shall deliver have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunder, as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.06) or (c) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.06) sufficient to pay at maturity all such Securities not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders registration of the Securities transfer and exchange, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive all amounts owing upon the Securities payments of principal thereof and the other rightsinterest thereon, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iiiv) the rights, obligations and immunities of the Trustee hereunderhereunder and (v) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on written demand of the Company Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; the Company, however, hereby . The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (with respect to the Notes except as to (i) rights hereunder of Holders Noteholders to receive payments of principal thereof and interest thereon and any other amount due to Noteholders, (ii) Sections 8.1, 11.6, 11.12, 11.17, 12.2, 12.5(b), 15.16 and 15.17, (iii) the rights, obligations under Sections 12.2 and 15.17 and immunities of the Securities to receive all amounts owing upon Indenture Trustee hereunder (including the Securities and the other rights, duties and obligations of Holders rights of the Securities, Indenture Trustee under Sections 11.6 and 11.17) and (iv) the rights of Noteholders as beneficiaries hereof with respect to the amounts, if any, so property deposited with the Indenture Trustee and (ii) the rights, obligations and immunities as described below payable to all or any of the Trustee hereunder)them, and the Indenture Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; Indenture with respect to the CompanyNotes (and their related Secured Parties), howeveron the Payment Date (the “Indenture Termination Date”) on which the Issuer has paid, hereby agrees caused to reimburse be paid or irrevocably deposited or caused to be irrevocably deposited in the Collection Account funds sufficient to pay in full all Secured Obligations, and the Issuer has delivered to the Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred an Officer’s Certificate, an Opinion of Counsel and, if required by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with TIA (if this Indenture or is required to be qualified under the SecuritiesTIA), an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 15.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. After any irrevocable deposit made pursuant to Section 12.1 and satisfaction of the other conditions set forth herein, the Indenture 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. When If at any time (a) IRSA shall have paid or caused to be paid the Company principal of and interest on all the Securities (including Additional Amounts) Outstanding hereunder (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.11) as and when the same shall deliver have become due and payable, or (b) IRSA shall have delivered to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities that shall have been authenticated and delivered) and not theretofore canceled, replaced or paid as provided in Section 2.11 or (bc) (i) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one (whether at Stated Maturity1) year or are to be called for redemption within one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption, on any Redemption Date and (ii) IRSA shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any Paying Agent to the Holders, as applicable, cash IRSA in accordance with Sections 9.3 or cash and Common Shares, if any, 9.4) sufficient to pay at maturity or upon redemption all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities that shall have been authenticated and deliveredreplaced or paid as provided in Section 2.11) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due(including Additional Amounts) due or to become due on or prior to such date of maturity or redemption, accompanied, except in as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if the Company if, in any such case, IRSA shall also pay or cause to be paid all other sums payable hereunder by IRSA with respect to the CompanySecurities, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer, exchange and replacement of Securities, and IRSA’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 (including Additional Amounts), and remaining rights of the Securities Holders to receive all amounts owing upon mandatory sinking fund payments, if any, (iv) the Securities rights, protections, indemnities, obligations and immunities of the Trustee, each of the Agents and the other rights, duties and obligations of Holders Representative of the Securities, Trustee in Argentina hereunder and (v) the rights of the Securityholders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company IRSA accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIRSA, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; provided that the Company, however, hereby rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. IRSA agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and 11924629 properly incurred by the Trustee, (including the reasonable fees and expenses of its counsel, ) and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection accordance with the terms of this Indenture or the Securities. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of IRSA to the Trustee under Sections 3.4(b) and 5.6 shall survive.

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this The Indenture shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when: (i) rights hereunder of Holders of either (a) all the Securities to receive all amounts owing upon the Securities Notes theretofore authenticated and the other rightsdelivered (except lost, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect stolen or destroyed Notes which have been replaced or paid) have been delivered to the amountsTrustee for cancellation or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee and Holdings has irrevocably deposited or caused to be deposited with the Trustee an amount in United States dollars sufficient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for the Accreted Value of, premium, if any, so deposited with and interest to the Trustee and date of deposit or maturity or redemption date; (ii) Holdings has paid or caused to be paid all other sums then due and payable under the rights, obligations Indenture by Holdings; and immunities of (iii) Holdings has delivered to the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 each stating that all conditions precedent under the Indenture relating to the satisfaction and at the cost and expense discharge of the Company, shall execute proper instruments acknowledging Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture; , the Company, however, hereby agrees obligations of Holdings to reimburse the Trustee for any costs or expenses thereafter reasonably under Sections 4.05 and properly incurred by the Trustee6.07 and, including the fees and expenses of its counsel, and to compensate if money shall have been deposited with the Trustee for any services thereafter reasonably and properly rendered by pursuant to subclause (1)(b) of this Section 11.01, the obligations of the Trustee in connection with this Indenture or under Section 11.02 and the Securitieslast paragraph of Section 10.03 shall survive.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Republic shall deliver have paid or caused to be paid the principal of and interest (including Additional Amounts) on all of the Debt Securities of any Series Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Republic shall have delivered to the Registrar Trustee for cancellation all Debt Securities of any Series theretofore authenticated (other than any Debt Securities that which shall have been apparently destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7) and not theretofore canceled, or (bc) (i) all the Debt Securities of any Series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable within one year and (whether at Stated Maturity, on any Redemption Date ii) the Republic shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, in trust, Trustee the entire amount (other than monies repaid by the Trustee or deliver any paying agent to the Holders, as applicable, cash or cash Republic in accordance with Section 8.3 and Common Shares, if any, Section 8.4) sufficient to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all Debt Securities of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Series not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in (including Additional Amounts) due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Republic shall also pay or cause to be paid all other sums payable hereunder by the CompanyRepublic, then this Indenture shall cease to be of further effect with respect to the Debt Securities of that Series (except as to (i) rights hereunder of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, apparently destroyed, lost or stolen Debt Securities, (iii) rights of Holders to receive payments of principal thereof and interest (including Additional Amounts) thereon, (iv) the rights, obligations, indemnities and immunities of the Securities to receive all amounts owing upon Trustee hereunder and (v) the Securities and the other rights, duties and obligations of Holders rights of the Securities, Holders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company Republic accompanied by an Officers’ Officer’s Certificate of the Republic and an Opinion of Counsel as required by Section 1.02 addressed to the Trustee, each stating that all conditions precedent to the satisfaction and discharge have been satisfied and at the cost and expense of the CompanyRepublic, shall execute proper instruments acknowledging such satisfaction of and discharge discharging this Indenture with respect to the Debt Securities of this Indenture; the Company, however, hereby that Series. The Republic agrees to reimburse or cause the reimbursement of the Trustee for any documented costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debt Securities.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Issuer shall deliver have paid or caused to be paid the principal and Change of Control purchase price of and premium, if any, and interest on all the Securities Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Registrar Trustee for cancellation of all Securities theretofore authenticated (other than any Securities that which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7 hereof) and not theretofore canceled, or (bc)(i) all the such Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (whether at Stated Maturity, on any Redemption Date ii) the Issuer shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any paying agent to the HoldersIssuer in accordance with Section 9.4 hereof) or U.S. Government Obligations, maturing as applicableto principal, cash or cash and Common Sharespremium, if any, sufficient and interest in such amounts and at such times as will insure (without reinvestment) the liability of cash sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal principal, premium, if any, and interest due, accompanied, except in due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer and exchange, and the Issuer's right to optional redemption, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders of the Securities to receive all amounts owing upon the Securities payments of principal thereof (including any Change of Control purchase price previously accrued) and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amountspremium, if any, so deposited with and interest thereon, upon the Trustee and original stated due dates therefor (iibut not upon acceleration), (iv) the rights, rights and obligations and immunities of the Trustee hereunder), hereunder and (v) the Trustee, on written demand rights of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel Securityholders as required by Section 1.02 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection beneficiaries hereof with this Indenture or the Securities.respect to

Satisfaction and Discharge of Indenture. When (a) If at any time (i) the Company Issuer shall deliver have paid or caused to be paid the principal of and interest on all the Securities outstanding hereunder, as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.6) and not theretofore canceled, or (biii) (A) all the such Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable or are by their terms to become due and payable within one year or are to be called for redemption under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (whether at Stated Maturity, on any Redemption Date B) the Issuer shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, as trust funds, (x) the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any paying agent to the HoldersIssuer in accordance with Section 9.4), (y) U.S. Government Obligations maturing as applicable, to principal and interest at such times and in such amounts as will insure the availability of cash or cash and Common Shares, if any, (z) a combination thereof sufficient to pay at maturity or upon redemption, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i1) rights hereunder of registration of transfer and exchange and the Issuer's right of optional redemption, (2) rights of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of convert the Securities, as beneficiaries hereof with respect (3) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (4) rights of Holders to the amountsreceive payments of principal thereof and interest thereon, if any, so deposited with the Trustee and (ii5) the rights, obligations and immunities of the Trustee hereunderhereunder and (6) rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on written demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.if:

Satisfaction and Discharge of Indenture. When This Indenture shall discharge with respect to the Collateral securing the Notes except as to (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated rights of registration of transfer and exchange, (other than any Securities that have been b) substitution of mutilated, destroyed, lost or stolen and in lieu Notes, (c) rights of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered Noteholders to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all receive payments of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal thereof and interest duethereon, accompanied(d) Sections 3.3, except in the event the Securities are due 3.4, 3.5, 3.8, 3.10, 3.11 and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date3.13, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iie) the rights, obligations and immunities of the Indenture Trustee hereunder)hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.2) 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 written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost expense and expense on behalf of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; , when (i) either (A) all Notes theretofore authenticated and delivered (other than (1) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the CompanyIssuer and thereafter paid to the Persons entitled thereto or discharged from such trust, however, hereby agrees as provided in Section 3.3) have been delivered to reimburse the Indenture Trustee for any costs cancellation; or expenses thereafter reasonably (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and properly incurred payable, (2) will become due and payable on the applicable Final Scheduled Payment Date within one year or (3) 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 TrusteeIndenture Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee 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 for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (including the interest and any fees and expenses of its counsel, due and payable to compensate the Owner Trustee and the Indenture Trustee) not theretofore delivered to the Indenture Trustee for any services thereafter reasonably and properly rendered cancellation, when due, to the applicable Final Scheduled Payment Date for each Class, or to the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee in connection with an 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 all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture or have been complied with (and, in the Securitiescase of an Officer's Certificate, stating that the Rating Agency Condition has been satisfied).

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Base Indenture shall cease to be of further effect (with respect to the Notes except as to (i1) rights of registration of transfer and exchange, (2) substitution of mutilated, destroyed, defaced, lost or stolen Notes, (3) rights of Noteholders to receive payments of principal thereof and interest thereon and each Insurer, if any, relating to any Series of Notes to receive any Reimbursement or other amounts due or to become due hereunder of Holders or under the applicable Insurance Agreement and/or Insurance Policy that have not been previously paid, (4) rights, obligations and immunities of the Securities Indenture Trustee hereunder including, without limitation, the rights to receive all amounts owing upon compensation, reimbursement and indemnification, (5) rights of the Securities Co-Issuers to optional redemption pursuant to the applicable Series Supplement and (6) rights of Noteholders and the other rights, duties and obligations of Holders of the Securities, Secured Parties as beneficiaries hereof with respect to the amountsproperty deposited with the Indenture Trustee and payable to all or any of them, and all Indenture Collateral, rights and interest hereby conveyed or assigned or pledged and not disposed of previously pursuant to the applicable Series Supplement then remaining, if any, so deposited with shall revert to the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder)Co-Issuers, and the estate, right, title and interest of the Indenture Trustee and the Secured Parties therein shall thereupon cease, terminate and become void, and the Indenture Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyCo-Issuers, shall execute proper instruments in form and substance reasonably satisfactory to the Co-Issuers and the Indenture Trustee acknowledging satisfaction and discharge of this Base Indenture and releasing the Indenture Collateral from the Lien of this Base Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs and execute and deliver such other instruments or expenses thereafter documents as may be reasonably and properly incurred requested by the TrusteeCo-Issuers to give effect to such release, and shall convey, assign and transfer, or cause to be conveyed, assigned or transferred, and shall deliver or cause to be delivered to the Co-Issuers, all such remaining Indenture Collateral, including the fees and expenses of its counselmoney, and to compensate the Trustee for any services thereafter reasonably and properly rendered then held by the Indenture Trustee in connection or any co trustee, other than moneys deposited with this the Indenture or the Securities.Trustee pursuant to clause (ii) below, when:

Satisfaction and Discharge of Indenture. When If at any time (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities Owners shall have been authenticated paid or caused to be paid the principal of, premium, if any, and delivered) interest on all the Mortgage Notes Outstanding hereunder, as and not theretofore canceledwhen the same shall have become due and payable, or (b) all the Securities not theretofore canceled or Owners shall have delivered to the Indenture Trustee for cancellation shall all Mortgage Notes theretofore authenticated and delivered (except lost, stolen or destroyed Mortgage Notes which have been replaced or paid and Mortgage Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Indenture Trustee and thereafter repaid or discharged from such trust); or (c)(i) all Mortgage Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit Owners irrevocably deposited or caused to be deposited with the TrusteeIndenture Trustee as trust funds in trust for the purpose an amount of cash or direct obligations of the United States, backed by its full faith and credit, maturing as to principal and interest in trust, or deliver such amounts and at such times as will insure the availability of cash sufficient to pay and discharge the entire indebtedness on the Mortgage Notes not theretofore delivered to the HoldersIndenture Trustee for cancellation, as applicablefor principal, cash or cash and Common Sharespremium, if any, sufficient and accrued interest to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all the date of such Securities deposit; (other than any Securities that shall ii) the Owners have been destroyed, lost or stolen paid all sums payable by them under the Indenture; and in lieu of or in substitution for which other Securities shall (iii) the Owners have been authenticated and delivered) not theretofore canceled or delivered irrevocable instructions to the Indenture Trustee for cancellation, including principal and interest due, accompanied, except in to apply the event deposited money toward the Securities are due and payable solely in cash at the Stated Maturity payment of the Securities Mortgage Notes at maturity or upon an earlier Redemption Date or Fundamental Change Repurchase Datethe redemption date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Companycase may be, then this Indenture and the Security Documents (except to the extent specifically set forth therein) shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer and exchange, (ii) substitution of apparently mutilated, destroyed, lost or stolen Mortgage Notes, (iii) rights of Holders of the Securities to receive all amounts owing upon the Securities and the other rightspayments of principal, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amountspremium, if any, so deposited with and interest thereon, upon the Trustee and original stated due dates therefor (iibut not upon acceleration), (iv) the rights, obligations and immunities of the Indenture Trustee hereunderhereunder and (v) the rights of the Noteholders as beneficiaries hereof with respect to the property so deposited with or on behalf the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on written demand of the Company Owners accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyOwners, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. In connection with the satisfaction and discharge of this Indenture; , the Company, however, hereby Owners must deliver an Officers' Certificate and an Opinion of Counsel to the Indenture Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. Each of the Owners agrees to reimburse the Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Indenture Trustee for any services thereafter reasonably and properly rendered by the Indenture Trustee in connection with this Indenture or the SecuritiesMortgage Notes.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Issuer shall deliver have paid or caused to be paid the principal and Change of Control purchase price of and premium, if any, and interest on all the Securities Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Registrar Trustee for cancellation of all Securities theretofore authenticated (other than any Securities that which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7 hereof) and not theretofore canceled, or (bc)(i) all the such Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (whether at Stated Maturity, on any Redemption Date ii) the Issuer shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any paying agent to the HoldersIssuer in accordance with Section 9.4 hereof) or U.S. Government Obligations, maturing as applicableto principal, cash or cash and Common Sharespremium, if any, sufficient and interest in such amounts and at such times as will insure (without reinvestment) the liability of cash sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal principal, premium, if any, and interest due, accompanied, except in due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer and exchange, and the Issuer's right to optional redemption, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof (including any Change of Control purchase price previously accrued) and premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (iv) the rights and obligations and immunities of the Securities to receive all amounts owing upon Trustee hereunder and (v) the Securities and the other rights, duties and obligations of Holders rights of the Securities, Securityholders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; provided that the Companyrights of Holders of the Securities to receive amounts in respect of principal of and premium, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counselif any, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture interest or the SecuritiesSecurities 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.

Satisfaction and Discharge of Indenture. (a) When (ai) the Company shall deliver to the Registrar Trustee for cancellation all Securities Notes theretofore authenticated (other than any Securities Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities Notes shall have been authenticated and delivered) and not theretofore canceled, or (bii) all the Securities Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturitypayable, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and shares of Common SharesStock (or, if anyapplicable, other Reference Property), as applicable, sufficient to pay all amounts due (and Common Shares deliverable following conversionat the Stated Maturity, if applicable) on upon conversion of, or upon any Fundamental Change Date or Redemption Date with respect to, all of such Securities the Notes (other than any Securities Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest duedue or to become due to such Stated Maturity, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date or Redemption Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (iA) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (B) rights hereunder of Holders of the Securities to receive all amounts owing upon payments of principal of and interest on, the Securities Notes and the other rights, duties and obligations of Holders of the SecuritiesHolders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iiC) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel as required by Section 1.02 and at the reasonable cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the SecuritiesNotes. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 11.06, and if money shall have been deposited with the Trustee pursuant to this Section 9.01(a), the provisions of Sections Section 2.03, Section 2.06, Section 2.07, Section 9.02 and Section 9.03 shall survive.

Satisfaction and Discharge of Indenture. When Section 401 of the Base Indenture shall not apply to the Notes. At any time after all Outstanding Notes have become due and payable, whether at Stated Maturity or upon a purchase following a Fundamental Change pursuant to Article 5, and any pending conversions have been completed (including delivery of all shares of Common Stock or Reference Property, if any, deliverable pursuant to such conversions in accordance with Section 4.03), then the Indenture shall cease to be of further effect with respect to the Notes when (a) the Company shall deliver delivers to the Registrar for cancellation Trustee all Securities Outstanding Notes theretofore authenticated (other than any Securities Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities Notes shall have been authenticated and delivered) and not theretofore canceledfor cancellation, or (b) all the Securities not theretofore canceled or delivered to Company irrevocably deposits with the Trustee for cancellation shall have become due and payable (whether money sufficient to pay at Stated MaturityMaturity or upon purchase following a Fundamental Change of all Outstanding Notes, on any Redemption Date including interest thereon to but excluding, the Stated Maturity or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities Purchase Date (other than any Securities Notes that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee), and if in each such case the Company shall also pay or cause to be paid pays all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder), and the . The Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 102 of the Base Indenture and at the reasonable cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharge of this Indenturedischarging the Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this the Indenture or the SecuritiesNotes. Notwithstanding the satisfaction and discharge of the Indenture with respect to the Notes, the obligations of the Company to the Trustee and any predecessor Trustee under Section 606 of the Base Indenture, the obligations of the Company to any Authenticating Agent under Section 615 of the Base Indenture and, if money shall have been deposited with the Trustee, the obligations of the Trustee under Section 402 of the Base Indenture and the second paragraph of Section 605 of the Base Indenture shall survive with the respect to the Notes.

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (with respect to the Notes except as to (i) rights hereunder of Holders registration of the Securities transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive all amounts owing upon the Securities payments of principal thereof and the other rightsinterest thereon, duties (iv) Sections 3.03, 3.04, 3.06, 3.09, 3.17, 3.19 and obligations of Holders of the Securities3.20, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iiv) the rights, obligations and immunities of the Indenture Trustee hereunderand Securities Administrator hereunder (including the rights of the Securities Administrator under Section 6.08 and the obligations of the Securities Administrator under Section 4.11), and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Securities Administrator payable to all or any of them, and the Indenture Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; Indenture with respect to the CompanyNotes and shall release and deliver, howeveror cause the Custodian to deliver, hereby agrees the Collateral to reimburse or upon the Trustee order of the Issuer, when either all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 4.03 hereof and (ii) Notes for any costs whose payment money has theretofore been deposited in trust or expenses thereafter reasonably segregated and properly incurred held in trust by the TrusteeIssuer and thereafter repaid to the Issuer or discharged from such trust, including as provided in Section 3.03) have been delivered to the fees Securities Administrator for cancellation; or all Notes that have not been delivered to the Securities Administrator for cancellation have become due and expenses of its counselpayable, will become due and payable at the Final Scheduled Payment Date within one year, or have been called for early redemption and the Trust has been terminated pursuant to Section 8.06 hereof, and the Issuer, in the case of a. or b. above, has irrevocably deposited or caused to compensate be irrevocably deposited with the Trustee for any services thereafter reasonably and properly rendered Securities Administrator cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes then outstanding not theretofore delivered to the Securities Administrator for cancellation when due on the Final Scheduled Payment Date or other final Payment Date and has delivered to the Securities Administrator and the Indenture Trustee a verification report from a nationally recognized accounting firm certifying that the amounts deposited with the Securities Administrator are sufficient to pay and discharge the entire indebtedness of such Notes, or, in the case of c. above, the Issuer shall have complied with all requirements of Section 8.06 hereof, the Issuer has paid or caused to be paid all other sums payable hereunder; and the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 10.01 hereof, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, if the Opinion of Counsel relates to a deposit made in connection with this Indenture or Section 4.10(A)(2)b. above, such opinion shall further be to the Securitieseffect that such deposit will constitute an “in-substance defeasance” within the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer will be the owner of the assets deposited in trust for federal income tax purposes.

Satisfaction and Discharge of Indenture. When If at any time (a) --------------------------------------- the Company Issuer shall deliver have paid or caused to be paid the principal of and premium, if any, and interest on all the Securities Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7 hereof) and not theretofore canceled, or (bc)(i) all the such Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (whether at Stated Maturity, on any Redemption Date ii) the Issuer shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any paying agent to the HoldersIssuer in accordance with Section 9.4 hereof) or U.S. Government Obligations, maturing as applicableto principal, cash or cash and Common Sharespremium, if any, sufficient and interest in such amounts and at such times as will insure (without reinvestment) the availability of cash sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal principal, premium, if any, and interest due, accompanied, except in due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer and exchange, and the Issuer's right to optional redemption, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (iv) the rights and obligations and immunities of the Securities to receive all amounts owing upon Trustee hereunder and (v) the Securities and the other rights, duties and obligations of Holders rights of the Securities, Holders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; , provided that the Companyrights of Holders of the Securities to receive amounts in respect of principal of and premium, howeverif any, hereby and interest on the Securities held by them shall not be delayed longer than required by then- applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Province shall deliver have paid or caused to be paid the principal of and interest (including Additional Amounts) on all of the Debt Securities of any Series Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Province shall have delivered to the Registrar Trustee for cancellation all Debt Securities of any Series theretofore authenticated (other than any Debt Securities that which shall have been apparently destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7) and not theretofore canceled, or (bc) (i) all the Debt Securities of any Series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable within one year and (whether at Stated Maturity, on any Redemption Date ii) the Province shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, in trust, Trustee the entire amount (other than monies repaid by the Trustee or deliver any Paying Agent to the Holders, as applicable, cash or cash Province in accordance with Section 9.3 and Common Shares, if any, Section 9.4) sufficient to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all Debt Securities of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Series not theretofore canceled or delivered to the Trustee for cancellation, including principal principal, premium, if any, and interest due, accompanied, except in (including Additional Amounts) due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Province shall also pay or cause to be paid all other sums payable hereunder by the CompanyProvince, then this Indenture shall cease to be of further effect with respect to the Debt Securities of that Series (except as to (i) rights hereunder of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, apparently destroyed, lost or stolen Debt Securities, (iii) rights of Holders to receive payments of principal thereof and interest (including Additional Amounts) thereon, (iv) the rights, obligations, indemnities and immunities of the Securities to receive all amounts owing upon Trustee hereunder and (v) the Securities and the other rights, duties and obligations of Holders rights of the Securities, Holders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company Province accompanied by an Officers’ Officer’s Certificate of the Province and an Opinion of Counsel as required by Section 1.02 addressed to the Trustee (which documents shall state that all conditions precedent to the satisfaction and discharge have been satisfied) and at the cost and expense of the CompanyProvince, shall execute proper instruments acknowledging such satisfaction of and discharge discharging this Indenture with respect to the Debt Securities of this Indenture; the Company, however, hereby that Series. The Province agrees to reimburse or cause the reimbursement of the Trustee for any documented costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debt Securities.

Satisfaction and Discharge of Indenture. When Termination of ------------------------------------------------------- Indenture. If at any time after (a) the Company Owner Trustee shall deliver have paid or caused --------- to be paid the principal of and interest on all the Equipment Notes outstanding hereunder, as and when the same shall have become due and payable and provided that there shall be no Secured Obligations due to the Registrar Indenture Indemnitees, or (b) the Owner Trustee shall have delivered to the Indenture Trustee for cancellation all Securities Equipment Notes theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for Equipment Notes which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled replaced or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except paid as provided in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the CompanySection 2.07 hereof), then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder)effect, and the Indenture Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 Owner Trustee and at the cost and expense of the CompanyOwner Trustee, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; the Company, however, hereby . The Owner Trustee agrees to reimburse and indemnify the Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Indenture Trustee for any services thereafter reasonably and properly rendered by the Indenture Trustee in connection with this Indenture or the SecuritiesEquipment Notes. Upon (or at any time after) payment in full to the Indenture Trustee, as trust funds, of the principal of and interest on and Make-Whole Premium, if any, and all other amounts due hereunder and under all Equipment Notes and of any Secured Obligations owed to the Indenture Indemnitees, and provided that there shall then be no other amounts due to the Indenture Trustee hereunder or under the Participation Agreement or otherwise secured hereby, the Owner Trustee shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing the Aircraft from the Lien of this Indenture and releasing the Indenture Documents from the assignment thereof hereunder, and the Indenture Trustee shall execute and deliver such instrument as aforesaid and, at the Owner Trustee's expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Owner Trustee to give effect to such release; provided, however, that this Indenture and the trusts created hereby -------- ------- shall terminate earlier and this Indenture shall be of no further force or effect upon any sale or other final disposition by the Indenture Trustee of all property forming a part of the Indenture Estate and the final distribution by the Indenture Trustee of all moneys or other property or proceeds constituting part of the Indenture Estate in accordance with the terms hereof. Except as aforesaid otherwise provided, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (with respect to the Securities except as to (i) rights hereunder of Holders Noteholders to receive payments of principal thereof and interest thereon and any other amount due to Noteholders, (ii) rights of Certificateholders to receive payments of amount distributable to Certificateholders, (iii) Sections 8.1, 11.6, 11.12, 11.17, 12.2, 12.5(b), 15.16 and 15.17, (iv) the rights, obligations under Sections 12.2 and 15.17 and immunities of the Securities to receive all amounts owing upon Indenture Trustee hereunder (including the Securities and the other rights, duties and obligations of Holders rights of the Securities, Indenture Trustee under Sections 11.6 and 11.17) and (v) the rights of Noteholders and Certificateholders as beneficiaries hereof with respect to the amounts, if any, so property deposited with the Indenture Trustee and (ii) the rights, obligations and immunities as described below payable to all or any of the Trustee hereunder)them, and the Indenture Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; Indenture with respect to the CompanySecurities (and their related Secured Parties), howeveron the Payment Date (the “Indenture Termination Date”) on which the Issuer has paid, hereby agrees caused to reimburse be paid or irrevocably deposited or caused to be irrevocably deposited in the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counselapplicable Payment Account funds sufficient to pay in full all Secured Obligations, and the Issuer has delivered to compensate the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 15.1(a) and each stating that all conditions precedent herein provided for any services thereafter reasonably relating to the satisfaction and properly rendered by the Trustee in connection with discharge of this Indenture or have been complied with. 4149-1382-4069 After any irrevocable deposit made pursuant to Section 12.1 and satisfaction of the Securitiesother conditions set forth herein, the Indenture 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. When If at any time (a) the Company Issuer shall deliver have paid or caused to be paid the principal and Change of Control purchase price of and premium, if any, and interest on all the Securities Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceledreplaced or paid as provided in Section 2.7 hereof), or (bc)(i) all the such Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (whether at Stated Maturity, on any Redemption Date ii) the Issuer shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any paying agent to the HoldersIssuer in accordance with Section 10.4 hereof) or U.S. Government Obligations, maturing as applicableto principal, cash or cash and Common Sharespremium, if any, sufficient and interest in such amounts and at such times as will insure (without reinvestment) the availability of cash sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal principal, premium, if any, and interest due, accompanied, except in due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer and exchange, and the Issuer's right to optional redemption, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof (including any Change of Control purchase price previously accrued) and premium, if any, and interest or Additional Amounts, if any, thereon, upon the original stated due dates therefor (but not upon acceleration), (iv) the rights and obligations and immunities of the Securities to receive all amounts owing upon Trustee hereunder and (v) the Securities and the other rights, duties and obligations of Holders rights of the Securities, Securityholders as beneficiaries hereof with respect to the amounts, if any, moneys so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; provided that the Companyrights of Holders of the Securities to receive amounts in respect of principal of and premium, howeverif any, hereby and interest or 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 may be listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Issuer shall deliver have paid or caused to be paid the Registrar for cancellation principal of and Interest on all Securities theretofore authenticated the Notes of any Series Outstanding hereunder (other than any Securities that Notes of such Series which have been destroyed, lost or stolen and which have been replaced or paid as provided in lieu of or in substitution for which other Securities Section 2.11) as and when the same shall have been authenticated become due and delivered) and not theretofore canceledpayable, or (b) all the Securities not theretofore canceled or Issuer shall have delivered to the Indenture Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on all Notes of any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities Series theretofore authenticated (other than any Securities that Notes of such Series which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated replaced or paid as provided in Section 2.11); and delivered) not theretofore canceled or delivered to if, in any such case, the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company Issuer shall also pay or cause to be paid in full all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders registration of transfer and exchange of Notes of such Series and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders 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 Securities Noteholders to receive all amounts owing upon mandatory sinking fund payments, if any, (iv) the Securities and the other rights, duties obligations, duties, indemnities and obligations of Holders immunities of the SecuritiesIndenture Trustee hereunder, (v) the rights of the Noteholders of such Series as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Indenture Trustee payable to all or any of them, and (iivi) the rights, obligations and immunities of the Trustee hereunder), Issuer under Section 3.03) and the Indenture Trustee, on written demand of the Company Issuer accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel as required by Section 1.02 confirming the conditions precedent have been fulfilled and such satisfaction and discharge is permitted pursuant to the terms of this Indenture and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; the Company, however, hereby . The Issuer agrees to reimburse the Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Indenture Trustee for any services thereafter reasonably and properly rendered by the Indenture Trustee in connection with this Indenture or the Securities.Notes of such Series. 70 Indenture

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Bank shall deliver have paid or caused to be paid the principal of and interest on all the Securities (including Additional Amounts) Outstanding hereunder (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.11) as and when the same shall have become due and payable, or (b) the Bank shall have delivered to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities that shall have been authenticated and delivered) and not theretofore canceled, replaced or paid as provided in Section 2.11 or (bc) (i) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (whether at Stated Maturity, on any Redemption Date ii) the Bank shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any Paying Agent to the Holders, as applicable, cash Bank in accordance with Sections 9.3 or cash and Common Shares, if any, 9.4) sufficient to pay at maturity or upon redemption all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities that shall have been authenticated and deliveredreplaced or paid as provided in Section 2.11) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due(including Additional Amounts) due or to become due on or prior to such date of maturity or redemption, accompanied, except in as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Bank shall also pay or cause to be paid all other sums payable hereunder by the CompanyBank with respect to the Securities, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer, exchange and replacement of Securities, and the Bank’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 (including Additional Amounts), and remaining rights of the Securities Holders to receive all amounts owing upon mandatory sinking fund payments, if any, (iv) the Securities rights, protections, indemnities, obligations and immunities of the Trustee, each of the Agents and the other rights, duties and obligations of Holders Representative of the Securities, Trustee in Argentina hereunder and (v) the rights of the Securityholders as beneficiaries hereof with respect to the amounts, if any, property so deposited with the Trustee and (ii) the rights, obligations and immunities payable to all or any of the Trustee hereunderthem), and the Trustee, on written demand of the Company Bank accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyBank, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; provided that the Company, however, hereby rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Bank agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, (including the reasonable fees and expenses of its counsel, ) and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection accordance with the terms of this Indenture or the Securities. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Bank to the Trustee under Sections 3.4(b) and 5.6 shall survive.

Satisfaction and Discharge of Indenture. Discharge of Indenture When (a) the Company shall deliver to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that which shall have been destroyed, lost or stolen and or in lieu of or in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the provisions of Section 2.07 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 12.06) and not theretofore canceledcancelled, or (b) all the Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable (whether at Stated Maturitywithin one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, funds sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on at maturity or upon redemption all of such the Securities (other than any (i) Securities that which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the provisions of Section 2.07 or (ii) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 12.06) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal principal, premium, if any, and interest dueinterest, accompaniedif any, except in due or to become due to such date of maturity or date fixed for redemption, as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase 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, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders registration of transfer and exchange of Securities, (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 Securities holders to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amountsmandatory sinking fund payments, if any, so deposited with the Trustee and (iiiv) the rights, obligations and immunities of the Trustee hereunderhereunder and (v) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on written demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture; , the Company, however, hereby agrees agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. When This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either (ai) the Company shall deliver all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes whose payment money has theretofore been deposited in trust and thereafter repaid to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that Issuer) have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable (whether at Stated Maturity, on any Redemption Date by reason of the making of a notice of redemption or Fundamental Change Repurchase Date, upon conversion otherwise or otherwise) will become due and payable within one year and the Company shall deposit Defeasor has irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, trust an amount of money sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) discharge the entire indebtedness on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Notes not theretofore canceled or delivered to the Trustee for cancellationcancellation for principal, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amountspremium, if any, so deposited and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any of its Restricted Subsidiaries is a party or by which it is bound, (C) the Issuer and the Subsidiary Guarantors have paid, or caused to be paid, all sums payable, under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee and (ii) under this Indenture to give the rightsnotice of redemptionand apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, obligations and immunities of as the Trustee hereunder)case may be. In addition, and the Trustee, on written demand of the Company accompanied by Defeasor must deliver an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at to the cost and expense of the Company, shall execute proper instruments acknowledging Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securitieshave been satisfied.

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This --------------------------------------- Indenture shall cease to be of further effect (except as to (ia) rights hereunder of Holders registration of the Securities transfer and exchange, (b) rights of substitution of new Notes for mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive all amounts owing upon the Securities payments of principal of, interest on and the other rightsLoan Yield Maintenance Amounts, duties and obligations of Holders of the Securitiesif any, as beneficiaries hereof with respect to the amountsNotes, if any, so deposited with the Trustee and (iid) the rights, obligations and immunities of the Indenture Trustee hereunder)hereunder and (e) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to them, and the Indenture Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; , when (i) all Notes theretofore authenticated and delivered (other than Notes which have been mutilated, destroyed, stolen and which have been replaced, or paid as provided in Section 2.8 hereof) have been delivered to the Company, however, hereby agrees to reimburse the Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counselcancellation, and (ii) the Issuer has delivered to compensate the Indenture Trustee an Officer's Certificate stating that there has been compliance with all conditions precedent herein provided for any services thereafter reasonably the satisfaction and properly rendered by discharge of this Indenture. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Indenture Trustee in connection under Section 9.7 hereof and of the Indenture Trustee to the Issuer and the Noteholders, as the case may be, under Section 8.2 hereof and the provisions of Article II hereof with this Indenture respect to lost, stolen, destroyed or mutilated Notes, registration of transfer and exchange of Notes, and rights to receive payments of principal of, interest on or Loan Yield Maintenance Amounts, if any, with respect to the SecuritiesNotes shall survive.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Issuer shall deliver have paid or caused to be paid the principal and Change of Control purchase price of and premium, if any, and interest on all the Securities Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Registrar Trustee for cancellation of all Securities theretofore authenticated (other than any Securities that which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7 hereof) and not theretofore canceled, or (bc)(i) all the such Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (whether at Stated Maturity, on any Redemption Date ii) the Issuer shall have irrevocably deposited or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit caused to be deposited with the Trustee, Trustee as trust funds the entire amount in trust, cash (other than moneys repaid by the Trustee or deliver any paying agent to the HoldersIssuer in accordance with Section 10.4 hereof) or U.S. Government Obligations, maturing as applicableto principal, cash or cash and Common Sharespremium, if any, sufficient and interest in such amounts and at such times as will insure (without reinvestment) the liability of cash sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal principal, premium, if any, and interest due, accompanied, except in due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders registration of the Securities to receive all amounts owing upon the Securities transfer and exchange, and the other rightsIssuer's right to optional redemption, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rightssubstitution of apparently mutilated, obligations and immunities defaced, destroyed, lost or stolen Securities, (iii) rights of the Trustee hereunder), and the Trustee, on written demand Holders to receive payments of the Company accompanied by an Officers’ Certificate and an Opinion principal thereof (including any Change of Counsel as required by Section 1.02 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.Control purchase

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (with respect to the Notes except as to (i) rights hereunder of Holders registration of the Securities transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive all amounts owing upon the Securities payments of principal thereof and the other rightsinterest thereon, duties (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and obligations of Holders of the Securities3.13 hereof, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iiv) the rights, obligations and immunities of the Indenture Trustee hereunderhereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi) 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 written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; Indenture with respect to the CompanyNotes, howeverwhen: (A) either (1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, hereby agrees lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to reimburse the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for any costs cancellation; or expenses thereafter reasonably (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and properly incurred payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Final Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; (3) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder and under the other Basic Documents; (4) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, including each meeting the fees applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and expenses discharge of this Indenture have been complied with; and (5) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.1 will not cause any Noteholder to be treated as having sold or exchanged any of its counsel, and to compensate Notes for purposes of Section 1001 of the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.Code. SECTION 4.2

Satisfaction and Discharge of Indenture. When If at any time (a) the Company Issuer shall deliver have paid or caused to be paid all outstanding principal of, any premium and interest 66 on, and any Additional Amounts and other amounts payable with respect to, all the Notes of any series Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Registrar Indenture Trustee for cancellation all Securities Note Certificates representing Notes of any series theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for Note Certificate which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.7) or (c) the Issuer shall have irrevocably deposited or caused to be deposited with the Indenture Trustee as trust funds the entire amount in cash (other than funds repaid by the Indenture Trustee or any Paying Agent to the Issuer in accordance with Section 11.4) sufficient to pay at maturity all amounts payable at maturity on the Notes of such series represented by each Note Certificate not theretofore canceled or delivered to the Indenture Trustee for cancellation, including principal any principal, interest, premium, Additional Amounts and interest due, accompanied, except in other amounts due or to become due to such date of maturity as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Note Certificates, (iii) rights of Holders of the Securities to receive all payments of principal of, any premium and interest on, and any Additional Amounts and other amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof payable with respect to to, the amountsNotes of such series, if any, so deposited with the Trustee and (iiiv) the rights, obligations and immunities of the Indenture Trustee hereunderhereunder and (v) the rights of each Holder as beneficiary hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on written demand of the Company Issuer accompanied by an Officers’ Issuer's Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; the Company, however, hereby . The Issuer agrees to reimburse the Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Indenture Trustee for any services thereafter reasonably and properly rendered by the Indenture Trustee in connection with this Indenture or the SecuritiesNotes of such series.

Satisfaction and Discharge of Indenture. When (a1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b2) all the Securities not theretofore canceled or delivered to the Trustee Registrar for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon a) been deposited for conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Holders shares of Common Shares, if any, Stock sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on owing in respect of all of such Securities (other than any Securities that which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on their Stated Maturity, Optional Repurchase Date, Fundamental Change Repurchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including principal the Principal Amount at Issuance, Principal Accretion, Accreted Principal Price, and interest due(including Contingent Cash Interest and Additional Interest, accompaniedif any) accrued and unpaid to such Stated Maturity, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Optional Repurchase Date, Fundamental Change Repurchase Date or Redemption Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if in either case (1) or (2) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this the Indenture with respect to the Securities shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the Securities amounts then due, including interest (including Contingent Cash Interest, if any) and Additional Interest with respect to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the SecuritiesHolders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee Trustee; and (iiiii) the rights, obligations and immunities of the Trustee hereunderTrustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under the Indenture with respect to the Securities), and the Trustee, on written demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 1303 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities. Notwithstanding the satisfaction and discharge of this Indenture; , the Company, however, hereby agrees obligations of the Company to reimburse the Trustee and Conversion Agent under Section 606 and, if United States dollars shall have been deposited with the Trustee pursuant to this Section, the obligations of the Trustee under Section 1302 and the last paragraph of Section 1003 shall survive. Subject to the provisions of the last paragraph of Section 1003, all United States dollars deposited with the Trustee pursuant to Section 1031 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture (Including, without limitation, Section 605), to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of, premium, if any, and interest on the Securities for any costs or expenses thereafter reasonably and properly incurred by whose payment such United States dollars have been deposited with the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. When Termination of ------------------------------------------------------- Indenture. If at any time after (a) the Company shall deliver have paid or caused to be --------- paid the principal of and interest on all the Equipment Notes outstanding hereunder, as and when the same shall have become due and payable and provided that there shall be no Secured Obligations due to the Registrar Indenture Indemnitees or (b) the Company shall have delivered to the Indenture Trustee for cancellation all Securities Equipment Notes theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for Equipment Notes which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled replaced or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except paid as provided in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the CompanySection 2.07 hereof), then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder)effect, and the Indenture Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; the Company, however, hereby . The Company agrees to reimburse and indemnify the Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Indenture Trustee for any services thereafter reasonably and properly rendered by the Indenture Trustee in connection with this Indenture or the SecuritiesEquipment Notes. Upon (or at any time after) payment in full to the Indenture Trustee, as trust funds, of the principal of and interest on and Make-Whole Premium, if any, and all other amounts due hereunder and under all Equipment Notes, and of any Secured Obligations owed to the Indenture Indemnitees and provided that there shall then be no other amounts due to the Indenture Trustee hereunder or under the Participation Agreement or otherwise secured hereby, the Company shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Company an appropriate instrument releasing the Aircraft from the Lien of this Indenture and releasing the Indenture Documents from the assignment thereof hereunder, and the Indenture Trustee shall execute and deliver such instrument as aforesaid and, at the Company's expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Company to give effect to such release; provided, however, that this Indenture and the trusts -------- ------- created hereby shall terminate earlier and this Indenture shall be of no further force or effect upon any sale or other final disposition by the Indenture Trustee of all property forming a part of the Indenture Estate and the final distribution by the Indenture Trustee of all moneys or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as aforesaid otherwise provided, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver delivers to the Registrar for cancellation Trustee all Securities theretofore authenticated Outstanding Notes (other than any Securities that Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) and not theretofore canceled, for cancellation or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall Outstanding Notes have become due and payable (and the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, whether at the Stated Maturity, on or any Redemption Date or Fundamental Change Repurchase Date or Redemption Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash shares of Common Stock (or Reference Property) and Common Sharescash, if anyas applicable under this Indenture, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) owing on all of such Securities Outstanding Notes (other than any Securities that shall Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated replaced or paid as provided in Section 2.08); and delivered) not theretofore canceled or delivered to the Trustee for cancellationif, including principal and interest duein any such case, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder)effect, and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by Section 1.02 this provision have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction and discharge of discharging this Indenture; the Company, however, hereby . The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counselincurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the SecuritiesNotes.

Satisfaction and Discharge of Indenture. When (a1) the Company shall deliver to the Registrar Trustee for cancellation all Securities theretofore authenticated (other than any Securities that which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b2) all the Securities not theretofore canceled or delivered to the Trustee Registrar for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon a) been deposited for conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, Holders shares of Common Stock (or cash or a combination of cash and or Common Shares, if any, Stock at the Company’s option) sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on owing in respect of all of such Securities (other than any Securities that which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee Registrar for cancellation, including principal and interest due, accompanied, except in the event the Securities are cancellation or (b) become due and payable solely in cash at the on their Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as applicable, and the Company shall deposit with the Trustee cash sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the sufficiency of Registrar for cancellation, including the deposited principal amount from an independent certified accountant or other financial professional reasonably satisfactory and interest (including Additional Interest and Additional Amounts, if any) accrued and unpaid to such Stated Maturity, Fundamental Change Repurchase Date, as the Trusteecase may be, and if in either case (1) or (2) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this the Indenture with respect to the Securities shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the Securities amounts then due, including interest and Additional Interest and Additional Amounts with respect to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the SecuritiesHolders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee Trustee; and (iiiii) the rights, obligations and immunities of the Trustee hereunderTrustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under the Indenture with respect to the Securities), and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 1303 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities. Notwithstanding the satisfaction and discharge of this Indenture; , the Company, however, hereby agrees obligations of the Company to reimburse the Trustee under Section 606 and, if United States dollars shall have been deposited with the Trustee pursuant to this Section 1301, the obligations of the Trustee under Section 1302 and the last paragraph of Section 1003 shall survive. Subject to the provisions of the last paragraph of Section 1003, all United States dollars deposited with the Trustee pursuant to Section 1301 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture (Including, without limitation, Section 605), to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of, premium, if any, and interest on the Securities for any costs or expenses thereafter reasonably and properly incurred by whose payment such United States dollars have been deposited with the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture --------------------------------------- shall cease to be of further effect (effect, as set forth in Section 8.04, with respect to the Notes, except as to (i) rights hereunder of Holders registration of the Securities transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive all amounts owing upon the Securities payments of principal thereof and the other rightsinterest thereon, duties (iv) Sections 3.03, 3.04, 3.06, 3.08, 3.09, 3.10 and obligations of Holders of the Securities3.12, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iiv) the rights, obligations and immunities of the Indenture Trustee hereunder)hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.11) and (vi) the rights of Noteholders, the Swap Counterparty and the Swap Guarantor 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 written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; Indenture with respect to the CompanyNotes, howeverwhen (A) either (1) all Notes theretofore authenticated and delivered (other than Notes that have been destroyed, hereby agrees lost or stolen and that have been replaced or paid as provided in Section 4.03) have been delivered to reimburse the Indenture Trustee for any costs cancellation; or expenses thereafter reasonably (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation (a) have become due and properly incurred payable, or (b) shall become due and payable at the Scheduled Final Payment Date within one year, and the Issuer, in the case of (a) or (b) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the TrusteeUnited States of America (which shall mature prior to the date such amounts are payable), including in trust for such purpose, in an amount sufficient to pay and discharge the fees and expenses of its counselentire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on the Scheduled Final Payment Date, and the Indenture Trustee or the Issuer has received prior written confirmation from each Rating Agency that the satisfaction and discharge of this Indenture pursuant to compensate this Section 4.10 in connection therewith shall not result in a reduction, withdrawal or suspension of the Trustee for any services thereafter reasonably and properly rendered ratings assigned to the Notes or the Certificates; (B) the Issuer has paid or caused to be paid all amounts due or which may become due by the Trustee Issuer to the Swap Counterparty or the Swap Guarantor under the Swap Agreement or the Swap Policy; (C) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (D) in the case of a deposit made in connection with Section 4.10(A)(2)(b) above, the Indenture Trustee shall have received an Opinion of Counsel and (if required by the Indenture Trustee, the Swap Counterparty or the Swap Guarantor) a certificate from a firm of Independent certified public accountants, each stating that all condi- tions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and such Opinion of Counsel shall further be to the effect that such deposit shall not have any material adverse tax consequences to the Issuer, any Noteholders, any Certificateholders, the Swap Counterparty or the SecuritiesSwap Guarantor.

Satisfaction and Discharge of Indenture. When This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either (ai) the Company shall deliver all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes whose payment money has theretofore been deposited in trust and thereafter repaid to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities that Issuer) have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable (whether at Stated Maturity, on any Redemption Date by reason of the making of a notice of redemption or Fundamental Change Repurchase Date, upon conversion otherwise or otherwise) will become due and payable within one year and the Company shall deposit Defeasor has irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, trust an amount of money sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) discharge the entire indebtedness on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Notes not theretofore canceled or delivered to the Trustee for cancellationcancellation for principal, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amountspremium, if any, so deposited and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any of its Restricted Subsidiaries is a party or by which it is bound, (C) the Issuer and the Subsidiary Guarantors have paid, or caused to be paid, all sums payable, under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and (ii) apply the rightsdeposited money toward the payment of such Notes at maturity or the Redemption Date, obligations and immunities of as the Trustee hereunder)case may be. In addition, and the Trustee, on written demand of the Company accompanied by Defeasor must deliver an Officers’ Certificate and an Opinion of Counsel as required by Section 1.02 and at to the cost and expense of the Company, shall execute proper instruments acknowledging Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securitieshave been satisfied.

Satisfaction and Discharge of Indenture. When If at any time (a) the Company shall deliver have paid or caused to be paid the principal of and interest on all the Notes outstanding hereunder, as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Registrar Trustee for cancellation all Securities Notes theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Redemption Date or Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and Common Shares, if any, sufficient to pay all amounts due (and Common Shares deliverable following conversion, if applicable) on all of such Securities (other than any Securities that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and deliveredreplaced or paid as provided in Section 2.07) or (c) the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 8.04) sufficient to pay at maturity or upon redemption (provided, that in the case of redemption, if such Notes are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice) all such Notes not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest duedue or to become due to such date of maturity or redemption, accompanied, except in as the event the Securities are due and payable solely in cash at the Stated Maturity of the Securities or upon an earlier Redemption Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteecase may be, and if if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders registration of transfer and exchange and the Securities Company's right of optional redemption, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of holders to receive all amounts owing upon the Securities payments of principal thereof and the other rightsinterest thereon, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iiiv) the rights, obligations and immunities of the Trustee hereunderhereunder and (v) the rights of the Noteholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on written demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture; the Company, however, hereby . The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the SecuritiesNotes.