Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (aa)(i) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder issued that have been authenticated and delivered have been delivered by the Company to the Trustee for cancellation (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, 2.8); or (bii) all the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall issued that have not been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all delivered by the securities of such series not theretofore delivered Company 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 redemptionredemption by such Trustee in the Company’s name and at the Company’s expense, and (ii) 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 8.0410.4) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.8) not theretofore delivered to the Trustee for cancellation, including principal Principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, ; (b) the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay has paid or cause caused to be paid all other sums then due and payable hereunder by under this Indenture; and (c) the Company with respect has delivered to Securities the Trustee an Officers’ Certificate and an Opinion of such seriesCounsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 8.1 have been complied with, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal Principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, provided that the rights of Holders of the Securities to receive amounts in respect of Principal of of, premium, if any, and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer or the Guarantor shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) (iA) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer or the Guarantor 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 Issuer in accordance with Section 8.049.04) or in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of Issuer or the Securities by Article 11 hereof and Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer or the Guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the CompanyIssuer’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, thereon upon the original stated due dates date therefor (but not no upon acceleration) ), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, indemnities and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer or the Guarantor accompanied by an Officers’ Certificate (or Guarantor’s Officer’s Certificate respectively) and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time When (ai) the Company shall all outstanding Notes theretofore authenticated and issued have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder been delivered (other than Securities of such series which have been destroyed, lost or stolen and which Notes that have been replaced or paid as provided in Section 2.08paid) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation and the Issuer has paid all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) sums payable by the Issuer hereunder or (cii) (ix) all of the securities of such series outstanding Notes not theretofore previously 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 including upon notice of redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionTrustee, and (iiy) the Company Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds Trustee, in trust, cash in U.S. dollars in an amount sufficient to pay the entire amount in cash principal of, premium, if any, and interest on all of the Notes (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall Notes that have been replaced or paid as provided in Section 2.08paid) not theretofore previously canceled or delivered to the Trustee for cancellation, including principal and interest on the date such payments are due or to become due on or prior to such date of maturity or redemption redemption, as the case may be, and if, in any such casethe case of either clause (i) or (ii), the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i1) remaining rights of registration of transfer transfer, substitution and exchange of securities of such series, and the Company’s right of optional redemption, if anyexchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii2) rights hereunder of holders Holders to receive payments of principal thereof and interest thereonof, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund paymentspremium, if any, and interest on the Notes and the other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee and (iv3) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themhereunder), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel as provided in Section 11.05 hereof and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; providedIndenture. In addition, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with Issuer may satisfy its obligations under this Indenture or the Securities of such seriesas provided in Section 8.02 hereof.

Satisfaction and Discharge of Indenture. If at any time When (a) the Company shall have paid or caused delivers to be paid the Principal of and interest on Trustee all the Securities of any series outstanding hereunder Outstanding Notes (other than Securities of such series Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall for cancellation or (b) all Outstanding Notes have become due and payable, or (b) payable and the Company shall have delivered deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, whether at the Stated Maturity or any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or shares of Common Stock (or Reference Property) and cash, as applicable under this Indenture, sufficient to the Trustee for cancellation pay all Securities of any series theretofore authenticated amounts due and owing on all Outstanding Notes (other than any Securities of such series Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, ); and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesCompany, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them)effect, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of 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 listedIndenture. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the Securities of such seriesNotes.

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuer or the Guarantor shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any particular series outstanding Outstanding hereunder (other than Securities of such series which have been mutilated, defaced, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.13 or in lieu of or in substitution for which other Securities shall have been authenticated and delivered) as and when the same shall have become due and payable, or (b) the Company Issuer or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any such series theretofore authenticated (other than any Securities of such series which shall have been mutilated, defaced, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.13 or in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore cancelled, or (c) (ic)(i) all the securities Securities of such series not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys monies repaid by the Trustee or any paying agent to the Company Issuer or the Guarantor in accordance with Section 8.049.4) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series not theretofore delivered to the Trustee for cancellation (other than any Securities of such series which shall have been mutilated, defaced, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee 2.13 or in lieu of or in substitution for cancellationwhich other Securities shall have been authenticated and delivered), including principal and interest interest, if any, due or to become due on or prior to such date of maturity or redemption the date fixed for redemption, as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of Issuer or the Securities by Article 11 hereof and Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer or the Guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Company’s Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Securityholders to receive payments of principal thereof and interest interest, if any, thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Securityholders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and hereunder, including its rights under Section 5.5, (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthem and (vi) the rights, if any, of Securityholders to convert such Securities), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of principal of, premium, if any, and interest on all the Securities of any series Notes outstanding hereunder (other than Securities of such series Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.04) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series Notes theretofore authenticated (other than any Securities of such series Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.04) or (c) (i) all the securities of such series Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall 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 8.048.05) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption of all Securities of such series Notes (other than any Securities of such series Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.04) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesthe Notes, then this Indenture shall cease to be of further effect with respect to Securities of such series the Notes (except as to (i) rights of registration of transfer and exchange of securities of such seriessuch, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (iii) rights of holders Holders of Notes to receive payments of principal principal, and premium, if any, thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders of Notes to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders Holders of such series Notes as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, provided that the rights of Holders of the Securities Notes to receive amounts in respect of Principal of principal of, premium, if any, and interest on the Securities 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 Securities Notes are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred Incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesNotes.

Satisfaction and Discharge of Indenture. (A) If at any time (ai) the Company shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) in the case of any series of Securities where the exact amount (iincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iib) the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent Paying Agent to the Company in accordance with Section 8.0411.04), (ii) or in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, cash sufficient to pay at maturity such Maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (a) the principal and interest on all Securities of such series on each date that such principal or interest is due and payable in accordance with the terms of the Indenture and the Securities of such series; (x) the principal and interest on all Securities of such series on each date that such principal or interest is due and payable and in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesCompany, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, series and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor therefore (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any), (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, including without limitation those under Section 7.6, (vvi) the rights of the Securityholders Holders of securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vii) the obligations of the Company under Section 4.03 and the Trustee, on demand of the Company accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal principal of and interest on the Securities held by them shall not be delayed longer than required by then-then applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused This Indenture will be discharged and will cease to be paid the Principal of further effect as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and interest on all the Securities of any series outstanding hereunder delivered (other than Securities of such series which have been destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has theretofore been deposited in Section 2.08trust and thereafter repaid to the Issuer) as and when the same shall have become due and payable, or (b) the Company shall have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (cii) (iA) all the securities of such series Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, payable by reason of the making of a notice of redemption or are by their terms to otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to and the Trustee for the giving of notice of redemption, and (ii) the Company shall have Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire in trust an amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, money sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, including principal premium, if any, and accrued and unpaid interest due or and Additional Amounts, if any, to become due on or prior to such the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, and if, in any such case. In addition, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by Issuer must deliver an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably stating that all conditions precedent to satisfaction and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesdischarge have been satisfied.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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 Paying Agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal Principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal Principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders to receive payments of principal Principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, protections, indemnities and immunities of the Trustee and each Agent hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) (iA) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company 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 Company Issuer in accordance with Section 8.049.04) or in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the CompanyIssuer’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, thereon upon the original stated due dates date therefor (but not upon acceleration) ), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal principal of and interest on the Securities held by them shall not be delayed longer than required by then-then- applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) (iA) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company 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 Company Issuer in accordance with Section 8.049.04) or in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates date therefor (but not no upon acceleration) ), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company 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 Company Issuer in accordance with Section 8.0410.4) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Company’s Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) thereon and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuer shall have paid or caused to be paid the Principal of principal of, premium, if any, and interest interest, if any, on all the Securities of any series outstanding hereunder Outstanding (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, 2.9); and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company with respect Issuer (including all amounts, payable to Securities of such seriesthe Trustee pursuant to Section 6.6), then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them)effect, and the Trustee, on demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of 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 listedIndenture. The Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) (iA) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company 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 Company Issuer in accordance with Section 8.049.04) or in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the CompanyIssuer’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, thereon upon the original stated due dates date therefor (but not no upon acceleration) ), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer or the Guarantor shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) (iA) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer or the Guarantor 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 Issuer in accordance with Section 8.049.04) or in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of Issuer or the Securities by Article 11 hereof and Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer or the Guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the CompanyIssuer’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, thereon upon the original stated due dates date therefor (but not no upon acceleration) ), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer or the Guarantor accompanied by an Officers’ Certificate (or Guarantor’s Officer’s Certificate respectively) and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (A) If at any time (a) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series Series and Coupons theretofore authenticated (other than any Securities of such series Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (c) (ic)(i) all the securities Securities of such series Series and Coupons not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash the currency or currency unit required (other than moneys repaid by the Trustee or any paying agent Paying Agent to the Company Issuer in accordance with Section 8.0410.04) or U.S. Government Obligations, Obligations maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) ensure the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all Securities of such series Series and Coupons (other than any Securities of such series Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such seriesSeries and Coupons, then this Indenture shall cease to be of further effect with respect to Securities of such series Series and Coupons (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the CompanyIssuer’s right of optional redemption (provided the Issuer provides sufficient funds to effect such optional redemption, if any), (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities and Coupons, (iii) rights of holders Holders to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and and, subject to Section 10.05, the Trustee, on demand of the Company Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesSeries; provided, that the rights of Holders of the Securities and Holders of Coupons to receive amounts in respect of Principal principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or Indenture, the Securities of such seriesSeries and Coupons.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer shall have paid or caused to be paid the Principal of principal of, premium, if any, and interest interest, if any, on all the Securities of any series outstanding hereunder Outstanding (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (bii) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, 2.9); and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company with respect Issuer (including all amounts payable to Securities of such seriesthe Trustee pursuant to Section 6.6), then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them)effect, and the Trustee, on demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of 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 listedIndenture. The Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Debt Securities of any series outstanding hereunder (other than Debt Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation cancelation all Debt Securities of any series theretofore authenticated (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (c) (i) all the securities Debt Securities of such series not theretofore delivered to the Trustee for cancellation cancelation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys monies repaid by the Trustee or any paying agent to the Company Issuer in accordance with Section 8.0410.04) or U.S. Government Obligationsdirect obligations of the United States of America, backed by its full faith and credit, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all Debt Securities of such series (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellationcancelation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Debt Securities of such series, then this Indenture shall cease to be of further effect with respect to Debt Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Company’s Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Debt Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) ), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, if any, of holders of Debt Securities to convert or exchange Debt Securities, (v) the rights, obligations and immunities of the Trustee hereunder and (vvi) the rights of the Debt Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, provided that the rights of Holders of the Debt Securities to receive amounts in respect of Principal principal of and interest on the Debt 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 Debt Securities are listed. The Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debt Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) (iA) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company 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 Company Issuer in accordance with Section 8.049.04) or in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the CompanyIssuer’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, thereon upon the original stated due dates date therefor (but not no upon acceleration) ), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, indemnities and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.8) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.8) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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 8.048.4) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.8) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of os securities of such series, and the Company’s 's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time When (ai) the Company shall have has paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company shall have delivered to the Trustee Paying Agent for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then 2.09); this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on prior written demand of the Company accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on (i) all the Securities of any series outstanding hereunder issued that have been authenticated and delivered have been delivered by the Company to the Trustee for cancellation (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, ); or (bii) all the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall issued that have not been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all delivered by the securities of such series not theretofore delivered Company 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 redemptionredemption by such Trustee in the Company’s name and at the Company’s expense, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal Principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, ; (b) the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay has paid or cause caused to be paid all other sums then due and payable hereunder by under this Indenture; and (c) the Company with respect has delivered to Securities the Trustee an Officers’ Certificate and an Opinion of such seriesCounsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 8.01 have been complied with, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal Principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, provided that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuer or the Guarantor shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any particular series outstanding Outstanding hereunder (other than Securities of such series which have been mutilated, defaced, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.13 or in lieu of or in substitution for which other Securities shall have been authenticated and delivered) as and when the same shall have become due and payable, or (b) the Company Issuer or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any such series theretofore authenticated (other than any Securities of such series which shall have been mutilated, defaced, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.13 or in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (c) (ic)(i) all the securities Securities of such series 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 (ii) the Company Issuer or the Guarantor 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 Issuer or the Guarantor in accordance with Section 8.049.4) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series not theretofore delivered to the Trustee for cancellation (other than any Securities of such series which shall have been mutilated, defaced, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee 2.13 or in lieu of or in substitution for cancellationwhich other Securities shall have been authenticated and delivered), including principal and interest interest, if any, due or to become due on or prior to such date of maturity or redemption the date fixed for redemption, as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of Issuer or the Securities by Article 11 hereof and Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer or the Guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Company’s Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Securityholders to receive payments of principal thereof and interest interest, if any, thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Securityholders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder hereunder, including its rights under Section 5.5, (v) rights of conversion, if any, and (vvi) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.8) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.8) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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 8.048.4) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.8) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s 's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series Series and Coupons, if any, appertaining thereto theretofore authenticated (other than any Securities of such series Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (c) (i) all the securities Securities of such series Series and Coupons, if any, appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, redemption and (ii) 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 Currency required and/or the Company in accordance with Section 8.04) or U.S. required Government Obligations, Obligations maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) will, in aggregate, ensure the availability of cashcash sufficient, or in the opinion of a combination thereoffirm of independent certified public accountants, sufficient to pay at maturity or upon redemption all Securities of such series Series and Coupons, if any, appertaining thereto (other than any Securities of such series Series and Coupons, if any, appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesSeries and Coupons, if any, appertaining thereto, then this Indenture shall cease to be of further effect with respect to Securities of such series Series and Coupons, if any, appertaining thereto (except as to (iA) rights of registration of transfer and exchange of securities of such seriesexchange, and the Company’s right of optional redemption, if any, (iiB) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities and Coupons, (iiiC) rights of holders Holders to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (ivD) the rights, obligations and immunities of the Trustee hereunder hereunder, and (vE) the rights of the Securityholders of such series Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and and, subject to Section 10.06, the Trustee, on demand of upon request by the Company pursuant to a Company Order accompanied by an a Company Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCounsel, shall execute proper instruments acknowledging such satisfaction and discharge of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSeries and Coupons, if any, appertaining thereto.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) (iA) all the securities of such any series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer shall have irrevocably deposited or caused to be irrevocably 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 Issuer in accordance with Section 8.049.03) or or, in the case of any series of Securities the payments on which may only be made in U.S. dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer (in the case of Registered Securities) and exchange of securities Securities of such series, and the CompanyIssuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders of Securities of such series to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates therefor (but not upon acceleration) ), and remaining rights of the holders Holders to receive mandatory sinking fund paymentsMandatory Sinking Fund Payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder hereunder, and (v) the rights of the Securityholders Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused This Indenture will be discharged and will cease to be paid the Principal of further effect as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and interest on all the Securities of any series outstanding hereunder delivered (other than Securities of such series which have been destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes whose payment money has theretofore been deposited in Section 2.08trust and thereafter repaid to the Issuer) as and when the same shall have become due and payable, or (b) the Company shall have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (cii) (iA) all the securities of such series Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, payable by reason of the making of a notice of redemption or are by their terms to otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to and the Trustee for the giving of notice of redemption, and (ii) the Company shall have Defeasor has irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire in trust an amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, money sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, including principal premium, if any, and accrued and unpaid interest due or and Additional Amounts, if any, to become due on or prior to such 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 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 apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, and if, in any such case. In addition, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by Defeasor must deliver an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably stating that all conditions precedent to satisfaction and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesdischarge have been satisfied.

Satisfaction and Discharge of Indenture. (A) If at any time (a) the Company shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series Series and Coupons theretofore authenticated (other than any Securities of such series Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) or (c) (ic)(i) all the securities Securities of such series Series and Coupons not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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 Paying Agent to the Company in accordance with Section 8.0410.4) or U.S. Government Obligations, as defined below, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) ensure the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all Securities of such series Series and Coupons (other than any Securities of such series Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesSeries and Coupons, then this Indenture shall cease to be of further effect with respect to Securities of such series Series and Coupons (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Company’s 's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities and Coupons, (iii) rights of holders Holders to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesSeries; provided, that the rights of Holders of the Securities and Holders of Coupons to receive amounts in respect of Principal principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-then applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or Indenture, the Securities of such seriesSeries and Coupons.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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 Paying Agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal Principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal Principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders to receive payments of principal Principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, protections, indemnities and immunities of the Trustee and each Agent hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series Series and Coupons, if any, appertaining thereto theretofore authenticated (other than any Securities of such series Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (c) (i) all the securities Securities of such series Series and Coupons, if any, appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, redemption and (ii) 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 Currency required and/or the Company in accordance with Section 8.04) or U.S. required Government Obligations, Obligations maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) will, in aggregate, ensure the availability of cashcash sufficient, or in the opinion of a combination thereoffirm of independent certified public accountants, sufficient to pay at maturity or upon redemption all Securities of such series Series and Coupons, if any, appertaining thereto (other than any Securities of such series Series and Coupons, if any, appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesSeries and Coupons, if any, appertaining thereto, then this Indenture shall cease to be of further effect with respect to Securities of such series Series and Coupons, if any, appertaining thereto (except as to (iA) rights of registration of transfer and exchange of securities of such seriesexchange, and the Company’s 's right of optional redemption, if any, (iiB) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities and Coupons, (iiiC) rights of holders Holders to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (ivD) the rights, obligations and immunities of the Trustee hereunder hereunder, and (vE) the rights of the Securityholders of such series Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and and, subject to Section 10.06, the Trustee, on demand of upon request by the Company pursuant to a Company Order accompanied by an a Company Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCounsel, shall execute proper instruments acknowledging such satisfaction and discharge of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSeries and Coupons, if any, appertaining thereto.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered deliver to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.7) and not theretofore canceled, or (c) (ib) all the securities Securities of such series 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 (ii) the Company shall have irrevocably deposited or caused to be deposited deposit 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity Maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and any interest due or to become due on or prior to such date of maturity Maturity or redemption date, as the case may be, and if, if in any such case, either case the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series series, (except as to (i) remaining rights of registration of transfer transfer, conversion, substitution and exchange and the Company's right of securities optional redemption of Securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights hereunder of holders to receive payments of principal thereof of, and any interest thereonon, upon the original stated due dates therefor (but not upon acceleration) Securities of such series, and remaining rights other rights, duties and obligations of the holders of Securities of such series as beneficiaries hereof with respect to receive mandatory sinking fund paymentsthe amounts, if any, so deposited with the Trustee, and (iviii) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themhereunder), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel Company, and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of 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 listedIndenture. The Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered and to reimburse the Trustee for any costs or expenses theretofore and thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any or all series, the obligations of the Company to the Trustee under Section 7.6 shall survive.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered deliver to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.07) and not theretofore cancelled, or (c) (ib) all the securities Securities of such series not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or caused to be deposited deposit 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity Maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore cancelled or delivered to the Trustee for cancellation, including principal and any interest due or to become due on or prior to such date of maturity Maturity or redemption date, as the case may be, and if, if in any such case, either case the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series series, (except as to (i) remaining rights of registration of transfer transfer, conversion, substitution and exchange and the Company's right of securities optional redemption of Securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights hereunder of holders to receive payments of principal thereof of, and any interest thereonon, upon the original stated due dates therefor (but not upon acceleration) Securities of such series, and remaining rights other rights, duties and obligations of the holders of Securities of such series as beneficiaries hereof with respect to receive mandatory sinking fund paymentsthe amounts, if any, so deposited with the Trustee, and (iviii) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themhereunder), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel Company, and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of 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 listedIndenture. The Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered and to reimburse the Trustee for any costs or expenses theretofore and thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any or all series, the obligations of the Company to the Trustee under Section 7.06 shall survive.

Satisfaction and Discharge of Indenture. If at any time When (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered deliver to the Trustee for cancellation all Debt Securities of any a series theretofore authenticated (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.06) and not theretofore cancelled, or (c) (ib) all the securities Debt Securities of such series not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or caused to be deposited deposit with the Trustee as trust Trustee, in 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all for the Debt Securities of such series (other than any Debt Securities of such series which shall have been mutilated, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.06) not theretofore cancelled or delivered to the Trustee for cancellation, including principal and interest premium, if any, and interest, if any, due or to become due on or prior to such date of maturity or redemption date, as the case may be, and ifbut excluding, in any such casehowever, the Company is not prohibited from making payments in respect amount of any money for the payment of the principal of and premium, if any, or interest, if any, on the Debt Securities of such series (1) theretofore deposited with the Trustee with respect to Debt Securities of such series and repaid by Article 11 hereof the Trustee to the Company in accordance with the provisions of Section 13.05 or (2) paid with respect to Debt Securities of such series to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesCompany, then this Indenture Indenture, and any related supplemental indenture, shall cease to be of further effect with respect to the Debt Securities of such series (except as to (iA) the rights of registration Holders of transfer and exchange of securities Debt Securities of such seriesseries to receive solely from funds deposited by the Company with the Trustee, and in trust as described above in this Section 13.01, payment of the Company’s right of optional redemptionprincipal of, premium, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund paymentsinterest, if any, on such Debt Securities when such payments are due; (ivB) the Company’s obligations with respect to such Debt Securities under Sections 2.05, 2.06, 5.02 and 13.03; and (C) the rights, obligations powers, duties and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them)hereunder, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of 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 Company, shall execute proper such instruments as may be requested by the Company acknowledging such satisfaction of and discharging this Indenture with respect to such series; providedseries of Debt Securities. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Debt Securities, that the rights of Holders obligations of the Securities Company 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesunder Section 8.06 shall survive.

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuer shall have paid or caused to be paid the Principal principal of and premium, if any, and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyedthen Outstanding hereunder, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.7) or (c) (i) all the securities of such series Securities not theretofore delivered to the Trustee for cancellation (x) shall have become due and payable, or (y) are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company 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 Paying Agent to the Company Issuer in accordance with Section 8.049.4) or U.S. Government Obligations, Obligations maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities in the opinion of such series (other than any Securities a nationally recognized firm of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided independent public accountants expressed in Section 2.08) not theretofore a written certification thereof delivered to the Trustee for cancellationTrustee, including to pay the principal of and interest on all Securities on each date that such principal or interest is due or to become due on or prior to such date of maturity or redemption as the case may be, and payable; and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer transfer, conversion and exchange of securities of such seriesSecurities, and the Company’s Issuer's right of optional redemption, if anyredemption contemplated in clause (c)(i)(y) above (but not otherwise and not including the Holders' right of redemption or repurchase contemplated by Article Thirteen or Article Fourteen), (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders the Holders of Securities to receive payments of principal thereof and premium, if any and interest thereon, thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any), (iv) the rights, obligations and immunities of the Trustee hereunder hereunder, including any right to compensation and indemnification under Section 5.5, and (v) the rights of the Securityholders Holders of such series Securities as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer Order accompanied by an Officers’ ' Certificate and an Opinion of Counsel stating that the provisions of this Section have been complied with and at the cost and expense of the CompanyIssuer, shall execute proper instruments prepared by the Issuer acknowledging such satisfaction of and discharging this Indenture with respect to such series; Indenture, provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of principal of, premium, if any, and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. In addition, in connection with the satisfaction and discharge pursuant to clause (c)(i)(y) above, the Trustee shall give notice to the Holders of Securities of such satisfaction and discharge. The Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities Securities. Notwithstanding the satisfaction and discharge of such seriesthis Indenture, the obligations of the Issuer to the Trustee under Section 5.5 shall survive.

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuers shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyedhereunder, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company Issuers shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.6) or (c) (i) all the securities of such series Securities not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuers shall have irrevocably deposited or caused to be deposited deposit with the Trustee as trust Trustee, in 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption of all the Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.6) not theretofore cancelled or delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption date, as the case may bebe (but excluding, however, the amount of any moneys for the payment of principal of or interest on the Securities theretofore repaid to the Issuers in accordance with the provisions of Section 9.4 or paid to any state or the District of Columbia pursuant to its unclaimed property or similar laws), and if, in any such case, (d) the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuers shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesIssuers, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Company’s Issuers' right of optional redemption, if any, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securitiessecurities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders of such series securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthem and (vi) the obligation of the Issuers to maintain an office or agency as provided in Section 3.2), and the Trustee, on demand of the Company Issuers accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuers, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of 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 listedIndenture. The Company agrees Issuers jointly and severally agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. (A) If at any time (a) the Company shall have paid or caused to be paid the Principal of principal of, premium, if any, and interest on all the Securities Debentures of any series outstanding Outstanding hereunder (other than Securities Debentures of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.07) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities Debentures of any series theretofore authenticated (other than any Securities Debentures of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.07) or (c) (i) all the securities Debentures of such any series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall 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 8.0411.04) or U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (A) the principal of, premium, if any, and interest on all Securities Debentures of such series on each date that such principal or interest is due and payable and (other than B) any Securities mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Debentures of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, series; and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesCompany, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Debentures of such series, series and the Company’s 's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, destroyed lost or stolen SecuritiesDebentures, (iii) rights of holders of Debentures to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) ), and remaining rights of the holders Debentureholders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders holders of Debentures of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), them and (vi) the obligations of the Company under Section 4.02) and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities Debentureholders to receive amounts in respect of Principal of principal of, premium, if any, and interest on the Securities Debentures held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange or automated quotation system upon which the Securities Debentures are listedlisted or traded. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities Debentures of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer or the Guarantor shall have paid or caused to be paid the Principal principal of and interest on (and any Additional Amounts payable in respect thereof) all the Securities Outstanding of any series outstanding hereunder (other than Securities of such series which have been destroyeda series, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (bii) the Company Issuer or the Guarantor shall have delivered to the Trustee Paying Agent for cancellation all Securities of any a series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) 3.07 or (c) (i) all Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the securities of such series not theretofore delivered Issuer and thereafter repaid to the Trustee for cancellation shall have become due and payableIssuer or the Guarantor or discharged from such trust, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.086.03 and Section 12.04) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of Issuer or the Securities by Article 11 hereof and Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company under this Indenture with respect to all Securities of such seriesseries by the Issuer or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand Request of the Company Issuer or the Guarantor accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the CompanyIssuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) in the case of any series of Securities the exact amount (iincluding the currency of payment) of principal of and interest due on which on the dates referred to in clause (B) below can be determined at the time of making the deposit referred to in such clause, (A) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company 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 Company Issuer in accordance with Section 8.0410.04) or or, in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, cash sufficient to pay on any subsequent interest payment date all interest due on such interest payment date on the Securities of such series and to pay at maturity or upon redemption all Securities of such series (in each case other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption maturity, as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer, including amounts due the Trustee pursuant to Section 6.06, with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i1) rights of registration of transfer transfer, conversion and exchange of securities Securities of such series, series and the CompanyIssuer’s right of optional redemption, if any, (ii2) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii3) rights of holders Holders of Securities to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv4) the rights, obligations rights (including the Trustee’s rights under Section 10.05) and immunities of the Trustee hereunder and the Trustee’s obligations under Sections 10.02 and 10.04, (v5) the rights of the Securityholders Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthem and (6) the obligations of the Issuer under Section 3.02), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel which complies with Section 11.05 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of principal of, premium, if any, and interest on all the Securities of any series Notes outstanding hereunder (other than Securities of such series Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.04) as and when the same shall have become due and payable, payable or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series Notes theretofore authenticated (other than any Securities of such series Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.04) or (c) (i) all the securities of such series Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, redemption and (ii) 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 8.048.05) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption of all Securities of such series Notes (other than any Securities of such series Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.04) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesCompany, then this Indenture shall cease to be of further effect with respect to Securities of such series the Notes (except as to (i) rights of registration of transfer and exchange of securities of such seriessuch, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (iii) rights of holders Holders of Notes to receive payments of principal principal, and premium, if any, thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders of Notes to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (v) the rights of the Securityholders Holders of such series Notes as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction and discharge of and discharging this Indenture with respect to such seriesIndenture; provided, provided that the rights of Holders of the Securities Notes to receive amounts in respect of Principal of principal of, premium, if any, and interest on the Securities 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 Securities Notes are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred Incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesNotes.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer or the Guarantor shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) (iA) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer or the Guarantor 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 Issuer in accordance with Section 8.049.04) or in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of Issuer or the Securities by Article 11 hereof and Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer or the Guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the CompanyIssuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates date therefor (but not no upon acceleration) ), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, indemnities and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer or the Guarantor accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time Unless otherwise set forth in the supplemental indenture, when (a) the Company Issuer shall have paid or caused deliver to be paid the Principal of and interest on Trustee for cancellation all the Securities of any series outstanding hereunder theretofore authenticated (other than any Securities of such series which appertaining thereto that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced or paid as provided in Section 2.08authenticated and delivered) as and when the same shall have become due and payablenot theretofore canceled, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series 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 (ii) the Company Issuer shall have irrevocably deposited or caused to be deposited deposit with the Trustee as trust Trustee, in 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption of all of the Securities of such series (other than any Securities of such series which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced or paid as provided in Section 2.08authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on or prior to such date of maturity or redemption date, as the case may be, and ifaccompanied by a verification report, in any such case, as to the Company is not prohibited from making payments in respect sufficiency of the Securities by Article 11 hereof deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if the Issuer shall also pay or cause to be paid all other sums payable hereunder thereunder by the Company with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) remaining rights of registration of transfer transfer, substitution and exchange and conversion of securities of such series, and the Company’s right of optional redemption, if anySecurities, (ii) substitution rights thereunder of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights such holders of holders Securities to receive payments of principal thereof of and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund paymentspremium, if any, and interest on, such Securities and the other rights, duties and obligations of holders of such Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iviii) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themhereunder), and the Trustee, on written demand of the Company Issuer accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel as required by Section 11.05 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; providedthe Issuer, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section ‎Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section ‎Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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 ‎Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section ‎Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article ‎Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused This Indenture will be discharged and will cease to be paid the Principal of further effect as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and interest on all the Securities of any series outstanding hereunder delivered (other than Securities of such series which have been destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has theretofore been deposited in Section 2.08trust and thereafter repaid to the Company) as and when the same shall have become due and payable, or (b) the Company shall have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) cancellation; or (cii) (iA) all such Notes not theretofore delivered to such Trustee for cancellation have become due and payable by reason of the securities making of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with such series Trustee as trust funds in trust an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, Additional Amounts, if any, and Liquidated Damages, if any, to the date of maturity or redemption; (B) no Default with respect to this Indenture or the Notes shall have become due occurred and payablebe 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 are constitute a default under, any other instrument to which the Company is a party or 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 which it is bound; (iiC) the Company shall have irrevocably deposited has paid, or caused to be deposited with paid, all sums payable by it under this Indenture; and (D) the Company has delivered irrevocable instructions to the Trustee as trust funds under this Indenture to give the entire amount in cash (other than moneys repaid by notice of redemption and apply the Trustee or any paying agent to deposited money toward the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment payment of such interest) the availability of cash, or a combination thereof, sufficient to pay Notes at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedthe Redemption Date, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case. In addition, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by must deliver an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably stating that all conditions precedent to satisfaction and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesdischarge have been satisfied.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the This Indenture shall, upon Company shall have paid or caused Request, cease to be paid of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for and as otherwise provided in this Section 4.1) and the Principal Trustee, on demand of and interest on at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when either all the Securities of any series outstanding hereunder theretofore authenticated and delivered (other than (A) Securities of such series which that have been mutilated, destroyed, lost or stolen and which that have been replaced or paid as provided in Section 2.083.6 and (B) as Securities for whose payment money has theretofore been deposited in trust or segregated and when the same shall have become due and payable, or (b) held in trust by the Company shall and thereafter repaid to the Company or discharged from such trust as provided in Section 10.2) have been delivered to the Trustee for cancellation cancellation; or all such Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable at their Stated Maturity within one year of the date of deposit, or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of subclause (iiii)(A), (B) the Company shall have irrevocably or (C) above, has deposited or caused to be deposited with the Trustee as trust funds the entire in trust for such purpose (x) an amount in cash the currency or currencies in which the Securities are payable, (other than moneys repaid by y) Government Obligations which through the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to scheduled payment of principal and interest in such amounts and at such times as respect thereof in accordance with their terms will insure provide, not later than the due date of any payment, money in an amount or (without consideration of the reinvestment of such interestz) the availability of cash, or a combination thereof, sufficient in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including for principal and any premium and interest (including any Additional Interest) to the date of such deposit (in the case of Securities that have become due and payable) or to become due on the Stated Maturity (or prior to such any date of maturity principal repayment upon early maturity) or redemption Redemption Date, as the case may be, and if, in any such case, ; the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay has paid or cause caused to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, Company; and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Company has delivered to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyCompany to the Trustee under Section 6.6, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders obligations of the Securities Company to receive amounts in respect of Principal of and interest on the Securities held by them any Authenticating Agent under Section 6.11 and, if money shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse have been deposited with the Trustee for any costs or expenses thereafter reasonably and properly incurred and pursuant to compensate subclause (a)(ii) of this Section 4.1, the obligations of the Trustee for any services thereafter reasonably under Section 4.2 and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSection 10.2(e) shall survive.

Satisfaction and Discharge of Indenture. If at any time (a) the Company This Indenture shall have paid or caused cease to be paid of further effect (except as to any surviving rights of registration of transfer or exchange of Debentures herein expressly provided for), and the Principal Trustee, on demand of and interest on at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all the Securities of any series outstanding hereunder Debentures theretofore authenticated and delivered (other than Securities of such series which (i) Debentures that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 2.083.6 and (ii) as Debentures for whose payment money has theretofore been deposited in trust or segregated and when the same shall have become due and payable, or (b) held in trust by the Company shall and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) cancellation; or (c) (iB) all the securities of such series Debentures not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably has deposited or caused to be deposited with the Trustee as funds in trust funds for the entire purpose and in an amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) Debentures not theretofore delivered to the Trustee for cancellation, including for principal and premium, if any, and interest (including any Additional Payments) to the date of such deposit (in the case of Debentures that have become due and payable) or to become due on the Stated Maturity or prior to such date of maturity or redemption Redemption Date, as the case may be, and if, in any such case, ; (2) the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay has paid or cause caused to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series Company; and (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv3) the rights, obligations and immunities of Company has delivered to the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for or relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyCompany to the Trustee under Section 6.7 and, if money shall execute proper instruments acknowledging such satisfaction have been deposited with the Trustee pursuant to subclause (B) of and discharging clause (1) of this Indenture with respect to such series; providedSection, that the rights of Holders obligations of the Securities to receive amounts in respect Trustee under Section 4.2 and the last paragraph of Principal of and interest on the Securities held by them Section 10.3 shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriessurvive.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.to

Satisfaction and Discharge of Indenture. (A) If at any time (a) the Company shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series Series and Coupons theretofore authenticated (other than any Securities of such series Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) or (c) (ic)(i) all the securities Securities of such series Series and Coupons not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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 Paying Agent to the Company in accordance with Section 8.0410.4) or U.S. Government Obligations, as defined below, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) ensure the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all Securities of such series Series and Coupons (other than any Securities of such series Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesSeries and Coupons, then this Indenture shall cease to be of further effect with respect to Securities of such series Series and Coupons (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Company’s 's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities and Coupons, (iii) rights of holders Holders to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesSeries; provided, that the rights of Holders of the Securities and Holders of Coupons to receive amounts in respect of Principal principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or Indenture, the Securities of such seriesSeries and Coupons.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer or the Guarantors shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer or any Guarantor shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) in the case of any series of Securities where the exact amount (iincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer or the Guarantors shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys monies repaid by the Trustee or any paying agent to the Company Issuer in accordance with Section 8.0410.04) or or, in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (1) the principal and interest on all Securities of such series on each date that such principal or interest is due and payable and (other than 2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, series; and if, in any such case, the Company is not prohibited from making payments in respect of Issuer or the Securities by Article 11 hereof and Guarantors shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesIssuer or the Guarantors, as the case may be, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and the CompanyIssuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) ), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer and the Guarantors under Section 3.02) and the Trustee, on demand of the Company Issuer or any Guarantor accompanied by an Officers’ Officer’s Certificate or a Guarantor’s Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer and the Guarantors, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company agrees Issuer and each Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or or, if the provisions of Article III of this Indenture are applicable to such series, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys or U.S. Government Obligations repaid or returned by the Trustee or any paying agent Paying Agent to the Company in accordance with Section 8.048.04 or Section 8.09) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure ensure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or or, if applicable, upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (aa)(i) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder issued that have been authenticated and delivered have been delivered by the Company to the Trustee for cancellation (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, ); or (bii) all the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall issued that have not been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all delivered by the securities of such series not theretofore delivered Company 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 redemptionredemption by such Trustee in the Company’s name and at the Company’s expense, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient in the written opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.in

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) (iA) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company 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 Company Issuer in accordance with Section 8.049.04) or in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the CompanyIssuer’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, thereon upon the original stated due dates date therefor (but not no upon acceleration) ), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, indemnities and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel that all conditions precedent provided for in the Indenture relating thereto have been complied with and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (c) (i) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company 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 Company Issuer in accordance with Section 8.049.04) or direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cashcash sufficient (in case U.S. Government Obligations have been so deposited, or in the opinion of a combination thereof, sufficient nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange and conversion, if any, of securities Securities of such series, and the Company’s Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthem and (vi) the obligations of the Issuer under Section 3.02), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time When (a) the Company shall have paid or caused delivers to be paid the Principal of and interest on Trustee all the Securities of any series outstanding hereunder Outstanding Notes (other than Securities of such series Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.07) as and when the same shall for cancellation or (b) all Outstanding Notes have become due and payablepayable and the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, whether at the Stated Maturity, or any Fundamental Change Repurchase Date, upon conversion or otherwise, cash, or cash, shares of Common Stock (bor Reference Property) or a combination thereof solely to satisfy the Company shall have delivered Company’s outstanding conversion obligations, as applicable under this Indenture, sufficient to the Trustee for cancellation pay all Securities of any series theretofore authenticated amounts due and owing on all Outstanding Notes (other than any Securities of such series Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, 2.07); and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesCompany, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them)effect, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of 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 listedIndenture. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the Securities of such seriesNotes.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (iA) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (iiB) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iiiC) rights of holders Holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (ivD) the rights, obligations and immunities of the Trustee hereunder and (vE) the rights of the Securityholders Holders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) (i) the Company Issuer shall have paid or caused to be paid the Principal of principal of, premium, if any, and interest on all the Securities of any series outstanding hereunder Outstanding (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (bii) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) 2.9), or (cb) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payableSecurities mature within one year, or are by their terms to become due and payable within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption, and (ii) the Company shall have Issuer irrevocably deposited or caused to be deposited deposits in trust with the Trustee Trustee, as trust funds solely for the entire amount in cash (other than moneys repaid by benefit of the Trustee or any paying agent to the Company in accordance with Section 8.04) Holders, money or U.S. Government ObligationsObligations or a combination thereof sufficient, maturing as in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to principal and interest in such amounts and at such times as will insure (the Trustee, without consideration of the reinvestment of such interest) the availability of cashany reinvestment, or a combination thereof, sufficient to pay at principal of and premium and interest on the Securities to maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of 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, the Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound, and (v) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with; and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company with respect Issuer (including all amounts, payable to Securities of such seriesthe Trustee pursuant to Section 6.6), then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if anythen, (iix) substitution of mutilatedafter satisfying the conditions in clause (a), defacedonly the Issuer’s or Hovnanian’s obligations under Sections 6.6 and 10.5, destroyedas applicable, lost will survive or stolen Securities(y) after satisfying the conditions in clause (b), (iii) rights of holders to receive payments of principal thereof and interest thereononly the Issuer’s or Hovnanian’s, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rightsas applicable, obligations in Article 2 and immunities of the Trustee hereunder Sections 3.1, 3.2, 6.6, 6.10, 10.5, 10.6 and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them)10.7 will survive, and and, in either case, the Trustee, on demand of the Company Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging of this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedIndenture. The Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.”

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) ensure the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, and the Company’s 's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; providedPROVIDED, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer or any guarantor of the Securities shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer or any guarantor of the Securities shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) (iA) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer or any guarantor of the Securities 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 Issuer in accordance with Section 8.049.04) or in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer or such guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer or such guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the CompanyIssuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates date therefor (but not no upon acceleration) ), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, indemnities and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer or such guarantor accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders to receive payments of principal Principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused This Indenture will --------------------------------------- be discharged and will cease to be paid the Principal of further effect as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and interest on all the Securities of any series outstanding hereunder delivered (other than Securities of such series which have been destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has theretofore been deposited in Section 2.08trust and thereafter repaid to the Company) as and when the same shall have become due and payable, or (b) the Company shall have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (cii) (iA) all such Notes not theretofore delivered to such Trustee for cancellation have become due and payable by reason of the securities making of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with such series Trustee as trust funds in trust an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, Additional Amounts, if any, and Liquidated Damages, if any, to the date of maturity or redemption; (B) no Default with respect to this Indenture or the Notes shall have become due occurred and payablebe 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 are constitute a default under, any other instrument to which the Company is a party or 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 which it is bound; (iiC) the Company shall have irrevocably deposited has paid, or caused to be deposited with paid, all sums payable by it under this Indenture; and (D) the Company has delivered irrevocable instructions to the Trustee as trust funds under this Indenture to apply the entire amount in cash (other than moneys repaid by deposited money toward the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment payment of such interest) the availability of cash, or a combination thereof, sufficient to pay Notes at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedthe Redemption Date, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case. In addition, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by must deliver an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably stating that all conditions precedent to satisfaction and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesdischarge have been satisfied.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer or the Guarantor shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) (iA) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer or the Guarantor 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 Issuer in accordance with Section 8.049.04) or in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of Issuer or the Securities by Article 11 hereof and Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer or the Guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the CompanyIssuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates date therefor (but not no upon acceleration) ), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, indemnities and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer or the Guarantor accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) in the case of any series of Securities the exact amount (iincluding the currency of payment) of principal of and interest due on which on the dates referred to in clause (B) below can be determined at the time of making the deposit referred to in such clause, (A) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company 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 Company Issuer in accordance with Section 8.040) or or, in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, cash sufficient to pay on any subsequent interest payment date all interest due on such interest payment date on the Securities of such series and to pay at maturity or upon redemption all Securities of such series (in each case other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption maturity, as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer, including amounts due the Trustee pursuant to Section 6.06, with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i1) rights of registration of transfer transfer, conversion and exchange of securities Securities of such series, series and the CompanyIssuer’s right of optional redemption, if any, (ii2) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii3) rights of holders Holders of Securities to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv4) the rights, obligations rights (including the Trustee’s rights under Section 10.05) and immunities of the Trustee hereunder and the Trustee’s obligations under Section 10.02 and 0, (v5) the rights of the Securityholders Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthem and (6) the obligations of the Issuer under Section 3.02), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel which complies with Section 11.05 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal principal of and interest on the Securities held by them shall not be delayed longer than required by then-then- applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation all Securities securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company 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 Company Issuer in accordance with Section 8.049.4) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee 65 hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of principal of, premium, if any, and interest on all the Securities Notes of any series outstanding hereunder (other than Securities Notes of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.04) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities Notes of any series theretofore authenticated (other than any Securities Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.04) or (c) (i) all the securities Notes of such any series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall 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 8.048.05) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption of all Securities Notes of such series (other than any Securities Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.04) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities the Notes of such series, then this Indenture shall cease to be of further effect with respect to Securities the Notes of such series (except as to (i) rights of registration of transfer and exchange of securities of such seriessuch, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (iii) rights of holders Holders of Notes of such series to receive payments of principal principal, and premium, if any, thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders of Notes of such series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (v) the rights of the Securityholders Holders of Notes of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, provided that the rights of Holders of the Securities Notes of such series to receive amounts in respect of Principal of principal of, premium, if any, and interest on the Securities Notes of such series held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities Notes of such series are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred Incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesNotes.

Satisfaction and Discharge of Indenture. (a) If at any time (a) the Company Issuer or the Guarantor shall have paid or caused to be paid the Principal principal of and interest on (and any Additional Amounts payable in respect thereof) all the Securities Outstanding of any series outstanding hereunder (other than Securities of such series which have been destroyeda series, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company Issuer or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any a series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) 3.07 or (c) (i) all Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the securities of such series not theretofore delivered Issuer and thereafter repaid to the Trustee for cancellation shall have become due and payableIssuer or the Guarantor or discharged from such trust, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.086.03 and Section 12.04) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of Issuer or the Securities by Article 11 hereof and Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company under this Indenture with respect to all Securities of such seriesseries by the Issuer or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand Request of the Company Issuer or the Guarantor accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the CompanyIssuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation all Securities securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (cb) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under and the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the Issuer’s name, at the Issuer’s expense, and (ii) the Company Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds sufficient funds to pay and discharge the entire amount in cash Indebtedness on such series of Securities to pay principal and interest (other than moneys repaid by the Trustee or any paying agent to the Company Issuer in accordance with Section 8.049.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of and discharging this the Indenture with respect to such serieshave been complied with; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or or, if the provisions of Article III of this Indenture are applicable to such series, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure ensure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or or, if applicable, upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer or the Guarantor shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) (iA) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer or the Guarantor 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 Issuer in accordance with Section 8.049.04) or in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of Issuer or the Securities by Article 11 hereof and Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer or the Guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates date therefor (but not no upon acceleration) ), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer or the Guarantor accompanied by an Officers’ ' Certificate (or Guarantor's Officer's Certificate respectively) and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused This Indenture --------------------------------------- will be discharged and will cease to be paid the Principal of further effect as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and interest on all the Securities of any series outstanding hereunder delivered (other than Securities of such series which have been destroyedexcept lost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has theretofore been deposited in Section 2.08trust and thereafter repaid to the Company) as and when the same shall have become due and payable, or (b) the Company shall have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (cii) (iA) all such Notes not theretofore delivered to such Trustee for cancellation have become due and payable by reason of the securities making of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with such series Trustee as trust funds in trust an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, Additional Amounts, if any, and Liquidated Damages, if any, to the date of maturity or redemption; (B) no Default with respect to this Indenture or the Notes shall have become due occurred and payablebe 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 are constitute a default under, any other instrument to which the Company is a party or 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 which it is bound; (iiC) the Company shall have irrevocably deposited has paid, or caused to be deposited with paid, all sums payable by it under this Indenture; and (D) the Company has delivered irrevocable instructions to the Trustee as trust funds under this Indenture to apply the entire amount in cash (other than moneys repaid by deposited money toward the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment payment of such interest) the availability of cash, or a combination thereof, sufficient to pay Notes at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedthe Redemption Date, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case. In addition, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by must deliver an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably stating that all conditions precedent to satisfaction and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesdischarge have been satisfied.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered deliver to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.07) and not theretofore canceled, or (c) (ib) all the securities Securities of such series 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 (ii) the Company shall have irrevocably deposited or caused to be deposited deposit 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and any interest due or to become due on or prior to such date of maturity or redemption date, as the case may be, and if, if in any such case, either case the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) remaining rights of registration of transfer transfer, conversion, substitution and exchange and the Company's right of securities optional redemption of Securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights hereunder of holders to receive payments of principal thereof of and any interest thereonon, upon the original stated due dates therefor (but not upon acceleration) Securities of such series, and remaining rights other rights, duties and obligations of the holders of Securities of such series as beneficiaries hereof with respect to receive mandatory sinking fund paymentsthe amounts, if any, so deposited with the Trustee, and (iviii) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themhereunder), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel Company, and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of 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 listedIndenture. The Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered and to reimburse the Trustee for any costs or expenses theretofore and thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any or all series, the obligations of the Company to the Trustee under Section 7.06 hereof shall survive.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal principal of and interest (including Additional Amounts) on all the Securities of any series outstanding Notes Outstanding hereunder (other than Securities of such series which Notes that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 2.082.7) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series Notes theretofore authenticated (other than any Securities of such series which Notes that shall have been destroyed, lost or stolen and which that shall have been replaced or paid as provided in Section 2.08) 2.7 or (c) (i) all the securities of such series Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one (1) 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, and (ii) 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 Paying Agent to the Company in accordance with Section 8.04Sections 11.3 or 11.4) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series Notes (other than any Securities of such series which Notes that shall have been destroyed, lost or stolen and which that shall have been replaced or paid as provided in Section 2.082.7) not theretofore delivered to the Trustee for cancellation, including principal and interest (including Additional Amounts) due or to become due on or prior to such date of maturity or redemption redemption, as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesthe Notes, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer transfer, exchange and exchange replacement of securities of such seriesNotes, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (iii) rights of holders Holders to receive payments of principal thereof and interest thereonthereon (including Additional Amounts), upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, protections, indemnities, obligations and immunities of the Trustee, each of the Agents and the Representative of the Trustee in Argentina hereunder and (v) the rights of the Securityholders of such series 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 accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, provided that the rights of Holders of the Securities Notes to receive amounts in respect of Principal principal of and interest on the Securities 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 Securities Notes are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred (including reasonable fees and expenses of 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 Notes. Notwithstanding the satisfaction and discharge of such seriesthis Indenture, the obligations of the Company to the Trustee in Article III and Section 6.6 shall survive.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section ‎Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section ‎Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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 ‎Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section ‎Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer or the Guarantor shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) (iA) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer or the Guarantor 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 Issuer in accordance with Section 8.049.04) or in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of Issuer or the Securities by Article 11 hereof and Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer or the Guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the CompanyIssuer’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, thereon upon the original stated due dates date therefor (but not no upon acceleration) ), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, indemnities and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer or the Guarantor accompanied by an Officers’ Certificate (or Guarantor’s Officer’s Certificate respectively) and an Opinion of Counsel that all conditions precedent provided for in the Indenture relating thereto have been complied with and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (A) If at any time (a) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) or (c) in the case of any series of Securities where the exact amount of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name and at the expense of the Issuer, and (ii) the Company Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash in such Currency in which such Securities are payable at their stated maturity without regard to any election by any Holder pursuant to Section 2.12(b) or pursuant to the terms of such Securities as established under Section 2.3 (other than moneys repaid by the Trustee or any paying agent to the Company Issuer in accordance with Section 8.0410.4) or U.S. Government ObligationsObligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at their stated maturity), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public or chartered accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (x) the principal and interest on all Securities of such series on each date that such principal or interest is due and payable and (other than y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, series; and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, series and the CompanyIssuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor therefore (but not upon acceleration) ), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Company Issuer accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, provided that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (bii) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) or (ciii) in the case of any series of Securities where the exact amount (iincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and (iib) the Company Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Company Issuer in accordance with Section 8.0410.4), (ii) or in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cashcash sufficient in the opinion or based on the report of a nationally recognized firm of independent public accountants, investment bank or a combination thereof, sufficient appraisal firm to pay at such maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, or (iii) a combination thereof, sufficient, in the opinion or based on the report of a nationally recognized firm of independent public accountants, investment bank or appraisal firm expressed in a written certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; provided, that in the case of any redemption at a price or premium to be calculated based off the Treasury rate or similar rate, the amount deposited with the Trustee shall be sufficient for purposes of this Indenture to the extent that such amount is equal to the price or premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption only required to be deposited with the Trustee on or prior to the date of redemption; and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to the Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, and the Company’s right of optional redemption, if anySeries pursuant to Section 2.8, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) ), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, including those under Section 6.6, (vvi) the rights of the Securityholders Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vii) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Company Issuer accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all 44 the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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 Paying Agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal Principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal Principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders to receive payments of principal Principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, protections, indemnities and immunities of the Trustee and each Agent hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (A) If at any time (a) the Company shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Series Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series Series theretofore authenticated (other than any Securities of such series Series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) or (c) (i) all the securities Securities of such series Series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall 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 Paying Agent to the Company in accordance with Section 8.0410.4) or U.S. Government Obligations, Obligations maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) ensure the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all Securities of such series Series (other than any Securities of such series Series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesSeries, then this Indenture shall cease to be of further effect with respect to Securities of such series Series (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Company’s 's right of optional redemption (provided the Company provides sufficient funds to effect such optional redemption, if any), (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) or (c) (ic)(i) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company 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 Company Issuer in accordance with Section 8.0410.4) or U.S. direct obligations of the United States of America, backed by its full faith and credit ("Government Obligations"), maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Company’s Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates therefor thereof (but not upon acceleration) ), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal principal of and interest interest, if any, on all the Securities of any series Notes outstanding hereunder (other than Securities of such series Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.8) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series Notes theretofore authenticated (other than any Securities of such series Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.8); and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect, and the Trustee, on demand of the Company accompanied by an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction and discharging this Indenture. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered, by the Trustee in connection with this Indenture or the Notes. If at any time the exact amount described in clause (ii) or below can be determined at the time of making the deposit referred to in such clause (c) ii), (i) all of the securities of such series Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the entire benefit of the Holders of the Notes, cash in an amount in cash (other than moneys repaid by the Trustee or any paying agent Paying Agent to the Company in accordance with Section 8.0412.4) or U.S. Government Obligations, maturing as to principal and interest interest, if any, at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities in the opinion of such series (other than any Securities a nationally recognized firm of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided independent public accountants expressed in Section 2.08) not theretofore a written certification thereof delivered to the Trustee for cancellationTrustee, including to pay the principal of and interest interest, if any, on all of the Notes on each date that such principal or interest, if any, is due or and payable in accordance with the terms of this Indenture and the Notes; then the Company shall be deemed to become due have paid and discharged the entire indebtedness on or prior to such all the Notes on the date of maturity or redemption as the case may be, deposit referred to in clause (b) above and if, in any such case, the Company is not prohibited from making payments in respect provisions of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company this Indenture with respect to Securities of such series, then this Indenture the Notes shall cease to no longer be of further in effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if anyNotes, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (iii) rights of holders Holders of Notes to receive payments of principal thereof and interest thereoninterest, if any, thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any), (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of such series Notes as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), them and (vi) the obligations of the Company under Section 2.3 with respect to the Notes) and the Trustee, on demand of the Company accompanied by an Officers’ Officer's Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent contemplated by this provision have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging the same. In addition to discharge of this Indenture pursuant to the next preceding paragraph, if the exact amount described in subparagraph (a) below can be determined at the time of making the deposit referred to in such satisfaction subparagraph (a), the Company shall be deemed to have paid and discharged the entire indebtedness on all of the Notes on the 91st day after the date of the deposit referred to in subparagraph (a) below, and discharging the provisions of this Indenture with respect to such series; providedthe Notes shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Notes, that the (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders of the Securities Notes to receive amounts in respect payments of Principal principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), (iv) the rights, obligations, duties and immunities 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and hereunder, (v) the rights of the Holders of the Notes as beneficiaries hereof with respect to compensate the property so deposited with the Trustee for payable to all or any services thereafter reasonably of them and properly rendered (vi) the obligations of the Company under Section 2.3 with respect to the Notes) and the Trustee, on demand of the Company accompanied by an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent contemplated by this provision have been complied with, and at the Trustee in connection with this Indenture or cost and expense of the Securities of such series.Company, shall execute proper instruments acknowledging the same, if

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) or (c) in the case of any series of Securities where the exact amount of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company 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 Company Issuer in accordance with Section 8.049.8) or or, in the case of any series of Securities the payments on which may only be made in U.S. dollars, direct non-callable obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption date of redemption, as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, and the Company’s Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor therefore (but not upon acceleration) ), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and including without limitation Section 5.6, (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer under Section 3.2), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; providedPROVIDED, that the rights of Holders holders of the Securities to receive amounts in respect of Principal principal of and interest on the Securities held by them shall not be delayed longer than required by then-then- applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation all Securities securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to may, at the option of the Issuer, be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company 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 Company issuer in accordance with Section 8.049.8) or U.S. Government Obligationsdirect obligations of the United States of America, backed by its full faith and credit, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.,

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (bii) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (ciii) in the case of any series of Securities the exact amount (iincluding the currency of payment) of principal of and interest due on which on the dates referred to in clause (B) below can be determined at the time of making the deposit referred to in such clause, (A) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company 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 Company Issuer in accordance with Section 8.0410.04) or or, in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cashcash sufficient (after payment of all federal, or a combination thereof, sufficient state and local taxes and other charges and assessments in respect thereof payable by the Trustee) to pay on any subsequent interest payment date all interest due on such interest payment date on the Securities of such series and to pay at maturity or upon redemption all Securities of such series (in each case other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption maturity, as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer, including amounts due the Trustee pursuant to Section 6.06, with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i1) rights of registration of transfer transfer, conversion and exchange of securities Securities of such series, series and the CompanyIssuer’s right of optional redemption, if any, (ii2) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii3) rights of holders Holders of Securities to receive payments of principal thereof and interest thereon, thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv4) the rights, obligations rights (including the Trustee’s rights under Section 10.05) and immunities of the Trustee hereunder and the Trustee’s obligations under Sections 10.02 and 10.04, (v5) the rights of the Securityholders 38 Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthem and (6) the obligations of the Issuer under Section 3.02), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel which complies with Section 11.05 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered deliver to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.07) and not theretofore cancelled, or (c) (ib) all the securities Securities of such series not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or caused to be deposited deposit 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity Maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore cancelled or delivered to the Trustee for cancellation, including principal and any interest due or to become due on or prior to such date of maturity Maturity or redemption date, as the case may be, and if, if in any such case, either case the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series series, (except as to (i) remaining rights of registration of transfer transfer, conversion, substitution and exchange of securities of such series, and the Company’s right of optional redemption, if anyredemption of Securities of such series, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights hereunder of holders to receive payments of principal thereof of, and any interest thereonon, upon the original stated due dates therefor (but not upon acceleration) Securities of such series, and remaining rights other rights, duties and obligations of the holders of Securities of such series as beneficiaries hereof with respect to receive mandatory sinking fund paymentsthe amounts, if any, so deposited with the Trustee, and (iviii) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themhereunder), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel Company, and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of 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 listedIndenture. The Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered and to reimburse the Trustee for any costs or expenses theretofore and thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any or all series, the obligations of the Company to the Trustee under Section 7.06 shall survive.

Satisfaction and Discharge of Indenture. If This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, on written demand of and at any time (a) the expense of the Company, shall execute instruments supplied by the Company shall have paid or caused to be paid the Principal acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and interest on all the Securities of any series outstanding hereunder delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as and when provided in Section 1003) have been delivered to the same shall Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (bii) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable at their Maturity within one year year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) the Company shall have irrevocably or (iii) above, has deposited or caused to be deposited with the Trustee as funds in trust funds for the entire purpose an amount of money and/or securities specified in cash Section 404(a)(ii) and (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 8.04iii) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, hereof sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness in such Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including for principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or to become due on the Stated Maturity or prior to such date of maturity or redemption Redemption Date, as the case may be, and if, in any such case, ; (2) the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay has paid or cause caused to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series Company; and (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv3) the rights, obligations and immunities of Company has delivered to the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyCompany to the Trustee under Section 607 and, if money and/or the above-referenced securities shall execute proper instruments acknowledging have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive, and until such satisfaction time as any Securities described in subclause (B) of clause (1) of this Section 401 become due and discharging this Indenture with respect payable or are redeemable, the Company shall remain obligated to such series; provided, that the rights of Holders of such Securities for all payments due thereunder, including the Securities delivery of additional funds 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate if the funds previously deposited with the Trustee for any services thereafter reasonably and properly rendered by pursuant to subclause (B) of clause (1) of this Section 401 are insufficient to satisfy in full the Trustee in connection with this Indenture or the Securities amount of such seriespayments.

Satisfaction and Discharge of Indenture. If at any time The Indenture shall be discharged and shall cease to be of further effect as to all Securities issued thereunder, when: (a) the Company shall have paid or caused to be paid the Principal of and interest on either (i) all the Securities of any series outstanding hereunder (other than Securities of such series which that have been destroyedauthenticated (except lost, lost stolen or stolen and which destroyed notes that have been replaced or paid as provided and Securities for whose payment money has theretofore been deposited in Section 2.08trust and thereafter repaid to the Company) as and when the same shall have become due and payable, or (b) the Company shall have been delivered to the Trustee for cancellation or (ii) all Securities of any series theretofore authenticated (other than any Securities of such series which shall that have not been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, payable by reason of the making of a notice of redemption or are by their terms to otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration benefit of the reinvestment of such interest) the availability of cashHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) discharge the entire indebtedness on the notes not theretofore delivered to the Trustee trustee for cancellationcancellation for principal, including principal premium, if any, and accrued interest due or to become due on or prior to such the date of maturity or redemption; (b) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound; (c) the Company has paid or caused to be paid all sums payable by it under the Indenture; and (d) the Company has delivered irrevocable instructions to the trustee under the Indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be, and if, in any such case. In addition, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by must deliver an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.and

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyedhereunder, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) 2.07 or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may bepaid), and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Company’s 's right of optional redemption, if any, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and hereunder, (viv) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, (v) all other obligations of the Company in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08 and 8.06 and (vi) the Company's rights pursuant to Sections 7.08, 8.05 and 8.06), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Securities of such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the This Indenture shall upon Company shall have paid or caused Request cease to be paid of further effect (except as to any surviving rights of registration of transfer, exchange or conversion of Securities herein expressly provided for), and the Principal Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and interest on discharge of this Indenture, when either (A) all the Securities of any series outstanding hereunder theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as and when provided in Section 1003) have been delivered to the same shall Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (bii) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable at their Stated Maturity within one year year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) the Company shall have irrevocably or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the entire purpose money in an amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to become due on the Stated Maturity or prior to such date of maturity or redemption Redemption Date, as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.;

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuer shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.9) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) or (c) (i) all the securities of such series Securities not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to may, at the option of the Issuer, be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company 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 Company Issuer in accordance with Section 8.049.8) or U.S. Government Obligationsand/or direct obligations of the United States of America, backed by its full faith and credit, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cashcash sufficient, or in the opinion of a combination thereofnationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.9) not theretofore delivered to the Trustee for cancellation, including principal Principal and interest due or to become due on or prior to such date of maturity or redemption date of redemption, as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such seriesSecurities, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if anySecurities, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders to receive payments of principal Principal thereof and interest thereon, thereon upon the original stated due dates therefor (but not upon acceleration) ), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, in each case solely out of property so deposited with the Trustee, (iv) the rights, obligations ' and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of such series Securities as beneficiaries hereof hereunder with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Company Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i1) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii2) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii3) rights of holders Holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv4) the rights, obligations and immunities of the Trustee hereunder and (v5) the rights of the Securityholders Holders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal principal of and premium, if any, and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyedNotes Outstanding hereunder, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series Notes theretofore authenticated (other than any Securities of such series Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08SECTION 2.7 hereof) or (c) (ic)(i) all the securities of such series Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall 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 8.04SECTION 9.4 hereof) or U.S. Government Obligations, maturing as to principal principal, premium, if any, and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interestreinvestment) the availability of cashcash sufficient, or in the opinion of a combination thereofnationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) Notes not theretofore delivered to the Trustee for cancellation, including principal principal, premium, if any, and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesCompany, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Company’s 's right of to optional redemption, if any, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (iii) rights of holders Holders to receive payments of principal thereof of and premium, if any, and interest thereonon, the Notes upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any), (iv) the rights, rights and obligations and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders of such series Noteholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthem and (vi) the maintenance by the Company of its existence), and the Trustee, on upon written demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, PROVIDED that the rights of Holders of the Securities Notes to receive amounts in respect of Principal principal of and premium, if any, and interest on the Securities Notes held by them shall not be delayed longer than required by then-then applicable mandatory rules or policies of any securities exchange upon which the Securities Notes are listed. The Company agrees to shall reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to shall compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesNotes.

Satisfaction and Discharge of Indenture. If at any time (a) the This Indenture shall, upon Company shall have paid or caused Request, cease to be paid of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for and as otherwise provided in this Section 4.1) and the Principal Trustee, on demand of and interest on at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when either all the Securities of any series outstanding hereunder theretofore authenticated and delivered (other than (A) Securities of such series which that have been mutilated, destroyed, lost or stolen and which that have been replaced or paid as provided in Section 2.083.6 and (B) as Securities for whose payment money has theretofore been deposited in trust or segregated and when the same shall have become due and payable, or (b) held in trust by the Company shall and thereafter repaid to the Company or discharged from such trust as provided in Section 10.2) have been delivered to the Trustee for cancellation cancellation; or all such Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable at their Stated Maturity within one year of the date of deposit, or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of subclause (iiii)(A), (B) the Company shall have irrevocably or (C) above, has deposited or caused to be deposited with the Trustee as trust funds the entire in trust for such purpose (x) an amount in cash the currency or currencies in which the Securities are payable, (other than moneys repaid by y) Government Obligations which through the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to scheduled payment of principal and interest in such amounts and at such times as respect thereof in accordance with their terms will insure provide, not later than the due date of any payment, money in an amount or (without consideration of the reinvestment of such interestz) the availability of cash, or a combination thereof, sufficient in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including for principal and any premium and interest (including any Additional Interest) to the date of such deposit (in the case of Securities that have become due and payable) or to become due on the Stated Maturity (or prior to such any date of maturity principal repayment upon early maturity) or redemption Redemption Date, as the case may be, and if, in any such case, ; the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay has paid or cause caused to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, Company; and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Company has delivered to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyCompany to the Trustee under Section 6.6, the obligations of the Company to any Authenticating Agent under Section 6.11 and, if money shall execute proper instruments acknowledging such satisfaction have been deposited with the Trustee pursuant to subclause (a)(ii) of this Section 4.1, the obligations of the Trustee under Section 4.2 and discharging this Indenture Section 10.2(e) shall survive. Application of Trust Money. Subject to the provisions of Section 10.2(e), all money deposited with respect the Trustee pursuant to such series; providedSection 4.1 shall be held in trust and applied by the Trustee, that in accordance with the rights of Holders provisions of the Securities and this Indenture, to receive amounts the payment in respect accordance with Section 3.1, 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 Principal of the principal and any premium and interest on (including any Additional Interest) for the Securities payment of which such money or obligations have been deposited with or received by the Trustee. Moneys held by them the Trustee under this Section 4.2 shall not be delayed longer than required by then-applicable mandatory rules or policies subject to the claims of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities holders of such seriesSenior Debt under Article XII.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series a Series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.7) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series such Series theretofore authenticated (other than any Securities of such series Series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.7) or (c) (i) all the securities Securities of such series a Series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall 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 8.048.4) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all Securities of such series Series (other than any those Securities of such series Series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.7) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesSecurities, then this Indenture shall cease to be of further effect with respect to Securities of such series Series (except as to (i) rights of registration of transfer and exchange of securities Securities of such seriesSeries, and the Company’s 's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities of such Series, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any), (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series Security holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Securities of such seriesSeries; provided, that the rights of Holders of the Securities of such Series to receive amounts in respect of Principal principal of and interest on the Securities of such Series held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. If at any time The Company may terminate its obligations under this Indenture (subject to the provisions of this Article VIII) when (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company it shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08Article II hereof) and not theretofore cancelled, or (c) (ib) all the securities of such series Securities not theretofore cancelled and delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or caused to be deposited deposit with the Trustee as trust funds the entire amount Trustee, in trust, cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, Obligations sufficient to pay at maturity or upon redemption of all of the Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08Article II hereof) not theretofore cancelled or delivered to the Trustee for cancellation, all sums, including principal and premium, if any, and interest and Liquidated Damages, if any, due or to become due on or prior to such date of maturity or redemption date, as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect either case (a) or (b) each of the Securities by Article 11 hereof and following conditions shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.satisfied:

Satisfaction and Discharge of Indenture. If at any time (a) the Company Issuer shall have paid or caused to be paid the Principal principal of and interest on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.09) as and when the same shall have become due and payable, or (b) the Company Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) or (c) (i) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company 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 Company Issuer in accordance with Section 8.049.04) or direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cashcash sufficient (in case U.S. Government Obligations have been so deposited, or in the opinion of a combination thereof, sufficient nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (iA) rights of registration of transfer and exchange and conversion, if any, of securities Securities of such series, and the CompanyIssuer’s right of optional redemption, if any, (iiB) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iiiC) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (ivD) the rights, obligations and immunities of the Trustee hereunder and hereunder, (vE) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthem and (F) the obligations of the Issuer under Section 3.02), and the Trustee, on demand of the Company Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal 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 Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time When either (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, or (b) the Company shall have delivered deliver to the Trustee for cancellation all Debt Securities of any a series theretofore authenticated (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.06) and not theretofore cancelled; or (c) (ib) all the securities Debt Securities of such series not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or caused to be deposited deposit with the Trustee as trust Trustee, in 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) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all of the Debt Securities of such series (other than any Debt Securities of such series which shall have been mutilated, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.06) not theretofore cancelled or delivered to the Trustee for cancellation, including principal and interest premium, if any, and interest, if any, due or to become due on or prior to such date of maturity or redemption date, as the case may be, and ifbut excluding, in any such casehowever, the Company is not prohibited from making payments in respect amount of any money for the payment of the principal of and premium, if any, or interest, if any, on the Debt Securities of such series (1) theretofore deposited with the Trustee with respect to Debt Securities of such series and repaid by Article 11 hereof the Trustee to the Company in accordance with the provisions of Section 13.05 or (2) paid with respect to Debt Securities of such series to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such seriesCompany, then this Indenture shall cease to be of further effect with respect to the Debt Securities of such series (except as to (iA) the rights of registration Holders of transfer and exchange of securities Debt Securities of such seriesseries to receive solely from funds deposited by the Company with the Trustee, and in trust as described above in this Section 13.01, payment of the Company’s right of optional redemptionprincipal of, premium, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund paymentsinterest, if any, on such Debt Securities when such payments are due; (ivB) the Company's obligations with respect to such Debt Securities under Section 2.05, 2.06, 5.02 and 13.03; and (C) the rights, obligations powers, duties and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Officer's Certificate and an Opinion of 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 Company, shall execute proper such instruments as may be requested by the Company acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights series 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 Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesDebt Securities.

Satisfaction and Discharge of Indenture. If This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.1), and the Trustee, at any time the expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall have paid or caused to be paid the Principal of either (i) all Securities theretofore authenticated and interest on all the Securities of any series outstanding hereunder delivered (other than Securities of such series which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 2.082.8) as and when have been delivered to the same shall Trustee for cancellation; or (ii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (b2) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable at their Stated Maturity within one year year, or (3) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company, or (ii4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company shall have Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire in trust an amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 8.04) of money or U.S. Government Obligations, maturing as to principal Obligations sufficient for the purpose of paying and interest in discharging the entire indebtedness on such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including for principal and interest due or to the date of such deposit (in the case of Securities which have become due and payable on or prior to such the date of maturity such deposit) or to the Stated Maturity or redemption date, as the case may be, and if, in any such case, ; (b) the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay has paid or cause caused to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.and

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal principal of and interest and Liquidated Damages, if any, on all the Securities of any series Notes outstanding hereunder (other than Securities of such series Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.082.8) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series Notes theretofore authenticated (other than any Securities of such series Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.082.8); and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction and discharging this Indenture. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered, by the Trustee in connection with this Indenture or the Notes. If at any time the exact amount described in clause (ii) or below can be determined at the time of making the deposit referred to in such clause (c) ii), (i) all of the securities of such series Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) (a) the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the entire benefit of the Holders of the Notes, cash in an amount in cash (other than moneys repaid by the Trustee or any paying agent Paying Agent to the Company in accordance with Section 8.0413.4) or U.S. Government Obligations, maturing as to principal and interest interest, if any, at such times and in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or cash sufficient in the opinion of a combination thereof, sufficient to pay at maturity or upon redemption all Securities nationally recognized firm of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided independent public accountants expressed in Section 2.08) not theretofore a written certification thereof delivered to the Trustee for cancellationTrustee, including to pay the principal of and interest interest, if any, on all of the Notes on each date that such principal or interest, if any, is due or to become due on or prior to such date and payable in accordance with the terms of maturity or redemption as this Indenture and the case may beNotes, and if, in any such case, (b) the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay has paid or cause caused to be paid all other sums payable hereunder by the Company; then the Company shall be deemed to have paid and discharged the entire indebtedness on all the Notes on the date of the deposit referred to in this clause (ii), and the provisions of this Indenture with respect to Securities of such series, then this Indenture the Notes shall cease to no longer be of further in effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if anyNotes, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (iii) rights of holders Holders of Notes to receive payments of principal thereof and interest thereoninterest, if any, thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any), (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of such series Notes as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), them and (vi) the obligations of the Company under Section 3.3 with respect to the Notes) and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent contemplated by this provision have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesIndebtedness.