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 delivered to the Trustee cancelled or for cancellation all Securities of any Series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities.

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 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 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), ) or (biii) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (iA) all the Securities securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer or the Guarantor shall deposit have irrevocably deposited or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient 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 2.09) not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due on or prior to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities securities of such Series and any coupons appertaining thereto) series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel 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 such Seriesprincipal 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 the 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 SecuritiesSecurities of such series.

Satisfaction and Discharge of Indenture. (A) If at any time (a) the Company Issuer shall have delivered paid or caused to be paid the Trustee cancelled or for cancellation principal of and interest on all the Securities of any Series theretofore authenticated series Outstanding hereunder and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9), as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of such series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities and Coupons appertaining thereto of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any Series series of Securities where the exact or maximum amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation (x) shall have become due and payable, payable or (y) are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than monies repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.4), including principal specifically pledged as security for, and dedicated solely to the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (and premium, if anyx) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may becash in an amount, or (cy) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash not later than one day before the due date of payments in respect of the Securities, or (z) a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interestcombination thereof, sufficient (i) all the Securities without investment of such Series and all unmatured coupons appertaining thereto, not theretofore cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee cancelled or for cancellation shall have become due and payableTrustee, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the interest on all Securities of such Series not theretofore delivered to the Trustee for cancellation series and Coupons appertaining thereto on each date that such principal or interest is due and payable (whether at maturity or upon redemption, but excluding, howeverredemption (through operation of a mandatory sinking fund or otherwise) including any redemption or repayment at the option of the Holder); and if, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or Issuer, all of the Guarantor, then Securities of such series and any Coupons appertaining thereto shall be deemed paid and discharged and the provisions of this Indenture with respect to such Securities and Coupons shall cease to be of further effect (except as to (i) rights of registration of transfer, and exchange of Securities of such series or Coupons appertaining thereto, the Issuer's right of optional redemption, if any, and the Holder's right to redemption or repayment at its option, if any, (ii) substitution of mutilated, defaced or apparently destroyed, lost or stolen Securities or Coupons, (iii) rights of the Holders of Securities and Coupons appertaining thereto to receive from the property so deposited payments of principal thereof and interest on the original stated due dates therefor (but not upon acceleration) or the Redemption Date or repayment date therefor, as the case may be and remaining rights of Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder, including any right to compensation, reimbursement of expenses and indemnification under Section 6.6, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such Series them and (except as to vi) the provisions applicable to transfers obligations of the Issuer under Sections 3.2, 3.3 and exchanges of Securities of such Series 3.4, Article Ten and any coupons appertaining thereto) Article Twelve), and the Trustee Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel, which complies with Section 11.5, stating that the provisions of this Section have been complied with and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. In addition, in connection with respect the satisfaction and discharge pursuant to clause (c)(i)(y) above, the Trustee shall give notice to the Holders of Securities of such Seriessatisfaction 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. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 6.6 shall survive.

Satisfaction and Discharge of Indenture. (a) If at any time (a) the Company Issuer shall have paid or caused to be paid the principal of and interest on all the Notes Outstanding hereunder (other than Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.7) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series Notes theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.7) or (bc) in the case of any Series of Securities Notes where the exact or maximum amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, Notes not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any other than moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee or any paying agent to the Company Issuer in accordance with Section 9.4) 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 at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal of and interest on all Notes on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments applicable to Notes on the dates on which such payments are due and payable in accordance with the provisions terms of Section 8.05the Indenture and the Notes; and if, or (2) paid to in any state or to such case, the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or Issuer with respect to the GuarantorNotes, then this Indenture with respect to the Notes shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Notes and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders of Notes to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and (v) the rights of the Holders of Notes as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining theretothem) and the Trustee Trustee, on demand of the 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 the Securities Notes; provided that the rights of such SeriesHolders of the Notes to receive amounts in respect of principal of and interest on the Notes held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Notes are listed. The 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 SecuritiesNotes.

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, if any, on all the Securities of any series Outstanding hereunder as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Outstanding Securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (ic)(i) all the Securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.05) or Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, sufficient, without reinvestment, 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 such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Outstanding Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities series not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due cancellation, including principal and sufficient to pay the principal of (and premiuminterest, if any, on) due or to become due on or prior to such date of maturity as the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemptioncase may be, but excluding, howeverand if, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and any coupons appertaining thereto) series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest, if any, thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, from funds deposited with the Trustee, (iv) the rights, obligations, immunities and indemnities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the 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 such Seriesprincipal of and interest, if any, on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The 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 SecuritiesSecurities of such series.

Satisfaction and Discharge of Indenture. If at any time (aa)(i) the Company Issuers shall have delivered paid or caused to be paid the Trustee cancelled or for cancellation all Securities of any Series theretofore authenticated and all unmatured couponsprincipal of, premium, if any, appertaining thereto and interest on all the outstanding Notes (other than any Securities of such Series and coupons appertaining thereto Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b2.04) in as and when the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation same shall have become due and payable, or are by their terms (ii) the Issuers shall have delivered to become due the Trustee for cancelation all Notes theretofore authenticated (other than Notes which have been destroyed, lost or stolen and payable which have been replaced or paid as provided in Section 2.04), or (b)(i) the Notes mature within one year 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 or the Guarantor shall deposit or cause to be deposited Issuers irrevocably deposits in trust with the Trustee Trustee, as trust funds solely for the entire amount benefit of the Holders, money or U.S. Government Obligations or a combination thereof sufficient, in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee cancelled or for cancellationTrustee, including without consideration of any reinvestment, to pay principal (of and premium, if any) premium and interest due or on the Notes to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interestand to pay all other sums payable by it hereunder, (iiii) all no Default has occurred and is continuing on the Securities date of such Series the deposit, (iv) the deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuers are a party or by which they are bound, and all unmatured coupons appertaining thereto, not theretofore delivered (v) the Issuers delivers to the Trustee cancelled or an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided 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 herein relating to the Trustee for the giving satisfaction and discharge of notice of redemption, this Indenture have been complied with; and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuers shall also pay or cause to be paid all other sums payable hereunder by the Company Issuers (including all amounts, payable to the Trustee pursuant to Section 7.07), then, (x) after satisfying the conditions in clause (a), only the Company’s obligations under Sections 7.07 and 8.04 will survive or (y) after satisfying the conditions in clause (b), only the Issuers’ or the GuarantorCompany’s, then this Indenture shall cease to be of further effect with respect to as applicable, obligations in Article II and Sections 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 will survive, and, in either case, the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) and the Trustee Trustee, on demand of the Issuers 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 CompanyIssuers, shall execute proper instruments acknowledging such satisfaction of and discharging of this Indenture with respect to the Securities of such SeriesIndenture. The Company agrees Issuers agree 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 SecuritiesNotes.

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 and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iib) below, (ia) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iib) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause 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 Issuer in accordance with Section 10.4), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (ciii) a combination thereof, sufficient, in the case opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any Series mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto pursuant to Section 2.8 to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) any coupons optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of Securities of such series and Coupons appertaining theretothereto 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 Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; PROVIDED, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 the SecuritiesSecurities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company This Indenture shall have delivered be discharged and shall cease to the Trustee cancelled or for cancellation be of further effect as to all Securities of any Series particular series issued hereunder when either (i) all Securities of that series theretofore authenticated and all unmatured couponsdelivered (except (A) lost, if any, appertaining thereto (other than any stolen or destroyed Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09)306, and (B) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer or (b) discharged from such trust, as provided in the case last paragraph of any Series Section 1003) have been delivered to the Trustee for the Securities of Securities where the exact amount (including 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 that series for cancellation or (ii) below, (iA) all the Securities of such Series and all unmatured coupons appertaining thereto, that series not theretofore delivered to the Trustee cancelled or for cancellation shall are due and payable by their terms within one year or have become due and payable, payable by reason of the making of a notice of redemption and the Issuer has irrevocably deposited or are by their terms to become due and payable within one year or are caused to be called deposited with such Trustee as trust funds in trust an amount of cash in any combination of currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for redemption within one year under arrangements satisfactory the Securities of such series) sufficient to pay and discharge the entire indebtedness on such Securities delivered to the Trustee for the giving Securities of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or that series for cancellation, including cancellation for principal (and premium, if any) and interest due accrued and unpaid interest, if any, to the Stated Maturity or to become due to such date of maturity or date fixed for redemptionRedemption Date, as the case may be; (B) no Event of Default or event which with the giving of notice or the lapse of time, or (c) in both, would become an Event of Default shall have occurred and be continuing on the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities date of such Series deposit and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled no Event of Default under Section 501(5) or for cancellation Section 501(6) shall have become due occurred and payablebe continuing on the 123rd day after such date; (C) the Issuer has paid, or are by their terms to become due and payable within one year or are caused to be called for redemption within one year paid, all sums payable by it under arrangements satisfactory this Indenture; and (D) the Issuer has delivered irrevocable instructions to the Trustee for the giving Securities of notice that series under this Indenture to apply the deposited money toward the payment of redemption, and (ii) such Securities at the Company Stated Maturity or the Guarantor shall deposit or cause to be deposited with Redemption Date, as the Trustee as trust funds case may be. In addition, the entire amount in cash sufficient to pay each installment Issuer must deliver an Officers’ Certificate and an Opinion of interest on such Series of Securities not theretofore delivered Counsel to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered that series stating that all conditions precedent to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (satisfaction and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securitiesdischarge have been satisfied.

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 amounts due under 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 2.09 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by any paying agent and thereafter repaid to the Issuer or the Guarantor or discharged from such trust, as provided in ‎‎Section 10.04), as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section ‎‎Section 2.09), ) or (bc) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payablebeen exercised, or are by their terms to become due and payable be automatically exercised 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 deposit have irrevocably deposited or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than monies repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled Issuer or for cancellationthe Guarantor in accordance with ‎‎Section 10.04) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating or variable rate combination thereof, sufficient in the opinion of interest that cannot exceed a specified or determinable maximum rate nationally recognized firm of interestindependent public accountants expressed in a written certification thereof delivered to the Trustee, (i) to pay the amounts on all the Securities of such Series series on each date that such Security is exercised or redeemed; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer or the Guarantor, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders of Securities to receive payments of all amounts of money due, upon exercise thereof, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such Series them, and (except as to vi) the provisions applicable to transfers and exchanges obligations of Securities of such Series and any coupons appertaining theretothe Issuer under ‎‎Section 3.02) and the Trustee Trustee, on demand of the Issuer or the Guarantor, as the case may be, accompanied by an Officer’s Certificate of the Issuer or the Guarantor, as the case may be, and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the satisfaction and discharge of this Indenture contemplated by this provision have been complied with, and at the cost and expense of the CompanyIssuer or the Guarantor, as the case may be, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; provided that the rights of Holders of the Securities to receive amounts of such Seriesmoney due 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 Each of the Issuer and the Guarantor, jointly and severally, 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 SecuritiesSecurities 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 of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), ) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iiB) below, (iA) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.04) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. GOVERNMENT OBLIGATIONS"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or variable rate interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any coupons appertaining theretoof them, and (vi) the obligations of the Issuer under Section 3.02) and the Trustee Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 the SecuritiesSecurities 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 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 2.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iib) below, (ia) all the Securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and (iib) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause 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 Issuer in accordance with Section 10.4), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient in the opinion or based on the report of a nationally recognized firm of independent public accountants, investment bank or appraisal firm to pay at such maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (ciii) 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 Series 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 Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered this Indenture to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory extent that such amount is equal to the Trustee for price or premium calculated as of the giving date of the notice of redemption, and (ii) with any deficit on the Company or the Guarantor shall deposit or cause date of redemption only required to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered or prior to the Trustee for cancellation at the applicable specified or determined maximum rate date of interest thereon on the dates such installments of interest are due redemption; and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or Issuer with respect to the GuarantorSecurities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series 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 to receive mandatory sinking fund payments, if any, (iv) any coupons appertaining theretooptional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the rights of the 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 Trustee, on demand of the 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 Indenture; provided, that the rights of Holders of the Securities to receive amounts in respect of such Seriesprincipal 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 SecuritiesSecurities of such series.

Satisfaction and Discharge of Indenture. If This Indenture will upon a Company Request or a Guarantor Request 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, at any time the expense of the Company or the Guarantor, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) the Company shall have delivered to the Trustee cancelled or for cancellation either (i) all Securities of any Series theretofore authenticated and all unmatured coupons, if any, appertaining thereto delivered (other than any (A) Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost lost, or stolen and which shall have been replaced or paid as provided in Section 2.09)2.07 and (B) Securities for the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor and thereafter repaid to the Company or the Guarantor or discharged from such trust, as provided in Section 6.03) have been delivered to the Trustee for cancellation or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the such Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall (A) have become due and payable, or are by their terms to (B) will become due and payable at their Stated Maturity within one year year, or (C) 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 (ii) at the expense, of the Company or the Guarantor shall deposit Guarantor, and the Company or cause the Guarantor, in the case of clause (A), (B), or (C) immediately above, has deposited or caused to be deposited with the Trustee as trust funds the entire in trust for such purpose an amount in cash sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including for principal (and premium, if any) any premium and interest (including Additional Interest) to the date of such deposit (in the case of Securities which have become due and payable) or to become due to such date of maturity the Stated Maturity or date fixed for redemptionRedemption Date, as the case may be, or ; (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iib) the Company or the Guarantor shall deposit has paid or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause caused to be paid all other sums payable hereunder by the Company or the Guarantor; and (c) the Company and the Guarantor has delivered to the Trustee a Company Officer's Certificate and an Opinion of Counsel and the Guarantor has delivered a Guarantor Officer's Certificate, then each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture shall cease to be have been satisfied. Notwithstanding the satisfaction and discharge of further effect with respect this Indenture, the obligations of the Company and the Guarantor to the Securities Trustee under Section 9.06, the obligations of such Series the Company and the Guarantor to any Authenticating Agent under Section 9.13, and, if money shall have been deposited with the Trustee pursuant to subclause (except as to ii) of clause (a) of this Section 12.01, the provisions applicable to transfers and exchanges obligations of Securities of such Series and any coupons appertaining theretothe Trustee under Sections 6.03(e) and the Trustee on demand of and at the cost and expense of the Company12.02, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securitieswill survive.

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 and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), ) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iiB) below, (iA) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.04) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or variable rate interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any coupons appertaining theretoof them, and (vi) the obligations of the Issuer under Section 3.02) and the Trustee Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 the SecuritiesSecurities of such series.

Satisfaction and Discharge of Indenture. Defeasance. (a) If at any time (ai) the Company Issuers shall have delivered to the Trustee cancelled or for cancellation all Debt Securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto delivered (other than (1) any Debt Securities of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.09 and (2) Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuers as provided in Section 11.05) or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Debt Securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor Issuers shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash the Currency in which such Debt Securities are denominated (except as otherwise provided pursuant to Section 2.03) sufficient to pay at maturity or upon redemption all Debt Securities of such Securities series not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) , and interest due or to become due to on such date of maturity or date fixed for redemptionredemption date, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuers shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuers, then this Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for and rights to receive payments of principal of, and premium, if any, and interest on, such Debt Securities) with respect to the Debt Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) series, and the Trustee Trustee, on demand of the 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 satisfaction of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the SecuritiesIndenture.

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, if any, on all the Securities of any series Outstanding hereunder as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Outstanding Securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (bc) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04 and Section 9.05) or Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, sufficient, without reinvestment, to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Outstanding Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities series not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due cancellation, including principal and sufficient to pay the principal of (and premiuminterest, if any, on) due or to become due on or prior to such date of maturity as the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemptioncase may be, but excluding, howeverand if, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer (including any amounts due under Section 5.06), then this Indenture shall cease to be of further effect with respect to the Securities of such Series series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and any coupons appertaining thereto) series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest, if any, thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, from funds deposited with the Trustee (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and the Trustee, on demand of the Issuer accompanied by an 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 such Seriesprincipal of and interest, if any, on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The 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 SecuritiesSecurities of such series.

Satisfaction and Discharge of Indenture. If at any time This Indenture shall cease to be of further effect as to all outstanding Securities (aexcept as to (A) rights of registration of transfer and exchange, and the Company shall have delivered to the Trustee cancelled or for cancellation all Securities Issuer's right of any Series theretofore authenticated and all unmatured couponsoptional redemption, if any(B) substitution of apparently mutilated, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto which shall have been defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced or paid replaced, as provided in Section 2.09)2.6, or paid have been delivered to the Trustee for cancellation or (b) in the case of any Series of Securities where Issuer shall have paid or caused to be paid the exact amount (including currency of payment) of principal of and interest on the Securities outstanding hereunder, as and when the same shall have become due on which can be determined at the time of making the deposit referred to in clause and payable, or (iic) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for upon the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee Trustee, as trust funds funds, (A) money in an amount or (B) Government Securities which through the entire payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee cancelled or for cancellationTrustee, including to pay the principal (and premium, if any) of and interest due or on the outstanding Securities to become due to such the date of maturity or date fixed for redemption, as the case may be. The Trustee, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) and the Trustee on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to the Securities of such SeriesIndenture. The Company Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) there after reasonably and properly incurred, to compensate the Trustee for any services thereafter reasonably and properly incurred rendered by the Trustee in connection with this Indenture or the SecuritiesSecurities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section.

Satisfaction and Discharge of Indenture. (A) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer’s Certificate or indenture supplemental hereto pursuant to Section 2.3. 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 and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (bc) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) (x) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or (y) are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.4) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating 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 (aa) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or variable rate interest is due and payable and (bb) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall cease to be of further effect (except as to (i) rights of registration or transfer and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder including any right to compensation and indemnification under Section 6.6, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such Series them, and (except as to vi) the provisions applicable to transfers and exchanges obligations of Securities of such Series and any coupons appertaining theretothe Issuer under Section 3.2) and the Trustee Trustee, on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to the Securities of such Seriesseries and Coupons appertaining thereto; provided that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees and expenses of counsel) 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 SecuritiesSecurities of such series.

Satisfaction and Discharge of Indenture. (a) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer's Certificate or supplemental indenture provided pursuant to Section 2.3. If at any time (ai) 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 and (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (biii) in the case of any Series series of Securities where the exact amount (including 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 (iib) below, (ia) all the Securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iib) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as funds in trust funds the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.4), (ii) direct obligations of the United States of America or obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States, which are not callable or redeemable at the option of the issuer thereof ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (ciii) a combination thereof, sufficient, in the case opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series on each date that such principal or interest is due and payable and (y) any Series mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series pursuant to Section 2.8 and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities (iii) rights of holders of Securities pursuant to Section 2.8 to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (v) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any coupons appertaining theretoof them, and (vi) the obligations of the Issuer under Section 3.2) and the Trustee Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; PROVIDED, that the rights of Holders of the Securities to receive amounts in respect of such Seriesprincipal 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 SecuritiesSecurities 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 of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), ) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iiB) below, (iA) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer or the Guarantor shall deposit have irrevocably deposited or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than monies repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.04) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or variable rate interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any coupons appertaining theretoof them, and (vi) the obligations of the Issuer under Section 3.02) and the Trustee Trustee, on demand of the Issuer or the Guarantor accompanied by an Officer's Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 Issuer and the 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 SecuritiesSecurities 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 of, and interest, if any, on all the Securities of each series theretofore authenticated, (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9), in accordance with the terms of this Indenture and such Securities or (ii) as to Securities not so paid, the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series each series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (biii) in the case of any Series of as to Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) belownot so paid or delivered for cancellation, (iA) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation series 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 the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds money in an amount (other than moneys repaid by the entire amount Trustee or any paying agent to the Issuer in cash accordance with Section 10.4) or Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of money, or a combination thereof, sufficient to pay at maturity or upon redemption all such Securities not theretofore in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee cancelled or for cancellationTrustee, including to pay (i) the principal (and premiuminterest, if any) and interest due , on all Securities of such series on each date that such principal or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, if any, is due and payable and (iii) all any mandatory sinking fund or analogous payments on the dates on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, Issuer then this Indenture shall cease to be of further effect (except as to (A) rights of registration of transfer and exchange of Securities, (B) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (C) the rights of Holders of Securities to receive payments of principal thereof, and interest, if any, thereon, upon the original stated due dates therefor or any date of redemption (but not upon acceleration), and remaining rights of such Holders to receive mandatory sinking fund or analogous payments, if any, (D) the rights, obligations, duties and immunities of the Trustee hereunder, (E) the rights of Holders of Securities as beneficiaries hereof with respect to the Securities property so deposited with the Trustee and payable to all or any of such Series them and (except as to F) the provisions applicable to transfers and exchanges obligations of Securities of such Series and any coupons appertaining theretothe Issuer under Section 3.2) and the Trustee Trustee, on demand of the Issuer 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 CompanyIssuer, shall execute proper instruments acknowledging such satisfaction and discharge of this Indenture, provided that the rights of Holders of the Securities to receive amounts in respect of principal of and discharging this Indenture with respect to interest on the Securities held by them shall not be delayed longer than required by then applicable mandatory rules or policies of such Seriesany national 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.

Satisfaction and Discharge of Indenture. If at any time (aa)(i) the Company Issuer shall have delivered paid or caused to be paid the Trustee cancelled or for cancellation all Securities of any Series theretofore authenticated and all unmatured couponsprincipal of, premium, if any, appertaining thereto and interest, if any, on all the Securities Outstanding of any series (other than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b2.9) in as and when the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation same shall have become due and payable, or are by their terms (ii) the Issuer shall have delivered to become due the Trustee for cancellation all Securities of any series theretofore authenticated (other than Securities which have been destroyed, lost or stolen and payable which have been replaced or paid as provided in Section 2.9), or (b)(i) the Securities of any series mature within one year year, or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited Issuer irrevocably deposits in trust with the Trustee Trustee, as trust funds solely for the entire amount benefit of the Holders, money or U.S. Government Obligations or a combination thereof sufficient, in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee cancelled or for cancellationTrustee, including without consideration of any reinvestment, to pay principal (of and premium, if any) premium and interest due or on the Securities to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interestand to pay all other sums payable by it hereunder, (iiii) all no Event of Default has occurred and is continuing on the Securities date of such Series 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 all unmatured coupons appertaining thereto, not theretofore delivered (v) the Issuer delivers to the Trustee cancelled or for cancellation shall have become due an Officers’ Certificate 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 an Opinion of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverCounsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the foregoing casesIndenture have been complied with; and if, in any such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer (including all amounts, then this Indenture shall cease to be of further effect with respect payable to the Securities of such Series Trustee pursuant to Section 6.6), then, (except x) after satisfying the conditions in clause (a), only the Issuer’s obligations under Sections 6.6 and 10.5, as to applicable, will survive or (y) after satisfying the provisions applicable to transfers conditions in clause (b), only the Issuer’s or obligations in Article Two and exchanges of Securities of such Series Sections 3.1, 3.2, 6.6, 6.10, 10.5, 10.6 and any coupons appertaining thereto) and 10.7 will survive, and, in either case, the Trustee Trustee, on demand of the Issuer 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 CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging of this Indenture with respect to the Securities of such SeriesIndenture. 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, by the Trustee in connection with this Indenture or the Securities.. ARTICLE ELEVEN MISCELLANEOUS PROVISIONS

Satisfaction and Discharge of Indenture. (A) If at any time (a) the Company Issuer shall have paid or caused to be paid the principal of, and interest, if any, on all the Securities of each series theretofore authenticated, (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9), in accordance with the terms of this Indenture and such Securities or (b) as to Securities not so paid, the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series each series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (bc) in the case of any Series of as to Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) belownot so paid or delivered for cancellation, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation series 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 the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds money in an amount (other than moneys repaid by the entire amount Trustee or any paying agent to the Issuer in cash accordance with Section 10.4) or Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of money, or a combination thereof, sufficient to pay at maturity or upon redemption all such Securities not theretofore in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee cancelled or for cancellationTrustee, including to pay (A) the principal (and premiuminterest, if any) and interest due , on all Securities of such series on each date that such principal or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, if any, is due and payable and (iB) all any mandatory sinking fund or analogous payments on the dates on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, Issuer then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) the rights of Holders of Securities to receive payments of principal thereof, and interest, if any, thereon, upon the original stated due dates therefor or any date of redemption (but not upon acceleration), and remaining rights of such Holders to receive mandatory sinking fund or analogous payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of Holders of Securities as beneficiaries hereof with respect to the Securities property so deposited with the Trustee and payable to all or any of such Series them and (except as to vi) the provisions applicable to transfers and exchanges obligations of Securities of such Series and any coupons appertaining theretothe Issuer under Section 3.2) and the Trustee Trustee, on demand of the Issuer 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 CompanyIssuer, shall execute proper instruments acknowledging such satisfaction and discharge of this Indenture, provided that the rights of Holders of the Securities to receive amounts in respect of principal of and discharging this Indenture with respect to interest on the Securities held by them shall not be delayed longer than required by then applicable mandatory rules or policies of such Seriesany national 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.

Satisfaction and Discharge of Indenture. If at any time (a) the Company Republic shall have paid or caused to be paid the principal of and interest (including Additional Amounts) on all of the Debt Securities of any Series Outstanding hereunder, as and when the same shall have become due and payable, or (b) the Republic shall have delivered to the Trustee cancelled or Registrar for cancellation all Debt Securities of any Series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Debt Securities of such Series and coupons appertaining thereto which shall have been purportedly destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.7) or (bc) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Debt Securities of such any Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or Registrar 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 Republic shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds or the Paying Agent the entire amount (other than monies repaid by the Trustee or any Paying Agent to the Republic in cash accordance with Section 8.3 and Section 8.4) sufficient to pay at maturity or upon redemption all such Debt Securities of that Series not theretofore delivered to the Trustee cancelled or Registrar for cancellation, including principal (and premium, if any) and interest (including Additional Amounts) due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Republic shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorRepublic, then this Indenture shall cease to be of further effect with respect to the Debt Securities of such that Series (except as to (i) rights of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, purportedly destroyed, lost or stolen Debt Securities, (iii) rights of Holders to receive payments of principal thereof and interest (including Additional Amounts) thereon, (iv) the provisions applicable rights, obligations, indemnities and immunities of the Trustee hereunder and (v) the rights of the Holders as beneficiaries hereof with respect to transfers and exchanges the property so deposited with the Trustee payable to all or any of Securities of such Series and any coupons appertaining thereto) them), and the Trustee Trustee, on demand of the Republic accompanied by an Officer’s Certificate and an Opinion of Counsel addressed to the Trustee, each stating that all conditions precedent to the satisfaction and discharge have been satisfied and at the cost and expense of the CompanyRepublic, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to the Debt Securities of such that Series. The Company Republic agrees to reimburse or cause the reimbursement of the Trustee for any documented and reasonably incurred costs or expenses thereafter reasonably and properly incurred to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture or the Debt Securities.

Satisfaction and Discharge of Indenture. (A) If at any time (a) the Company Issuer shall have delivered paid or caused to be paid the Trustee cancelled or for cancellation principal of and interest on all the Securities of any Series theretofore authenticated series Outstanding hereunder and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenti- cated and all unmatured Coupons appertaining thereto (other than any Securi- ties of such series and Coupons appertaining thereto which shall have been de- stroyed, lost or stolen 62 and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (bc) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined deter- mined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.4) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, obligations issued or guaranteed as to principal and interest by the United States or by a floating Person controlled or variable rate supervised by and acting as an instrumentality of the government of the United States pursuant to author- ity granted by the Congress of the United States ("U.S. Government Obliga- tions"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent pub- lic accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal and interest on all Securities of such se- xxxx and Coupons appertaining thereto on each date that cannot exceed a specified such principal or determinable maximum rate in- terest is due and payable and (B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Issuer's right of op- tional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the speci- fied redemption dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertain- ing thereto as beneficiaries hereof with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) and property so deposited with the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect payable to the Securities of such Series. The Company agrees to reimburse the Trustee for all or any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities.63

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 particular series Outstanding hereunder (other than Securities which have been mutilated, defaced, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.11 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) if the Issuer has delivered to the Trustee cancelled or for cancellation all Securities of any Series such series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto series which shall have been mutilated, defaced, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09)2.11 or in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (ic)(i) all the Securities of such Series and all unmatured coupons appertaining thereto, series not theretofore canceled or delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.4) sufficient to pay at maturity or upon redemption all Securities of such Securities series not theretofore delivered to the Trustee cancelled for cancellation (other than any Securities of such series which shall have been mutilated, defaced, destroyed, lost or stolen which have been replaced or paid as provided in Section 2.11 or in lieu of or in substitution for cancellationwhich other Securities shall have been authenticated and delivered), including principal (and premiuminterest, if any) and interest , due or to become due to such date of maturity or the date fixed for redemption, as the case may be, and if, in any such case, the Issuer shall also pay or (c) make arrangements satisfactory in the case reasonable opinion of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid thereof all other sums payable hereunder by the Company or the GuarantorIssuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series (except as to (i) rights of registration of transfer and exchange, and the provisions applicable Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Securityholders to transfers receive payments of principal thereof and exchanges interest, if any, thereon, and remaining rights of Securities the Securityholders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder, including its rights under Section 5.5 and (v) the rights of the Securityholders of such Series and series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any coupons appertaining thereto) of them), and the Trustee Trustee, on demand of the 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 the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securitiesseries.

Satisfaction and Discharge of Indenture. (A) If at any time (ai) the Company shall have paid or caused to be paid the principal of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Company shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), ) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iib) below, (ia) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iib) the Company shall have irrevocably deposited or the Guarantor shall deposit or cause 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 in accordance with Section 11.04), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at maturity such Maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (ciii) a combination thereof, sufficient, in the case opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (a) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (b) any Series mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; (x) the principal and interest on all unmatured coupons Securities of such series and Coupons appertaining thereto, not theretofore delivered to the Trustee cancelled thereto on each date that such principal or for cancellation shall have become due and payable, or are by their terms to become interest is 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 (iiy) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon any mandatory sinking fund payments on the dates on which such installments of interest payments are due and sufficient to pay payable in accordance with the principal terms of (the Indenture and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverseries; and if, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorCompany, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Company's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefore (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the 66 rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such Series them, and (except as to vii) the provisions applicable to transfers and exchanges obligations of Securities of such Series and any coupons appertaining thereto) the Company under Section 4.03 and the Trustee Trustee, on demand of the Company accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the SecuritiesSecurities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have delivered paid or caused to be paid the Trustee cancelled or for cancellation all Securities principal of any Series theretofore authenticated and all unmatured couponsinterest and Liquidated Damages, if any, appertaining thereto on all the Notes outstanding (other than any Securities of such Series and coupons appertaining thereto Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09)2.7) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Notes theretofore authenticated (other than Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.7); and if, in any such case, the case 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 Series of Securities where 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 (including currency of paymentii) of principal of and interest due on which below can be determined at the time of making the deposit referred to in such clause (ii) below), (i) all of the Securities of such Series and all unmatured coupons appertaining thereto, Notes not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionyear, and (ii) (a) the Company shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellationtrust, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, specifically pledged as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionsecurity for, and (ii) dedicated solely to, the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each benefit of the foregoing casesHolders of the Notes, the cash in an amount of any (other than moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee or any Paying Agent to the Company in accordance with Section 12.4) or U.S. Government Obligations, maturing as to principal and interest, if any, at such times and in such amounts as will insure the provisions availability of Section 8.05, or (2) paid to any state or cash sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the District Trustee, to pay the principal of Columbia pursuant to its unclaimed property and interest, if any, on all of the Notes on each date that such principal or similar lawsinterest, if any, is due and payable in accordance with the terms of this Indenture and the Notes, and if in either case (b) the Company has paid or the Guarantor shall also pay or cause caused to be paid all other sums payable hereunder by the Company; then the Company or shall be deemed to have paid and discharged the Guarantorentire indebtedness on all the Notes on the date of the deposit referred to in this clause (ii), then and the provisions of this Indenture shall cease to be of further effect with respect to the Securities of such Series Notes shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Notes, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders of Notes to receive payments of principal thereof and interest, if any, thereon upon the provisions applicable original stated due dates therefor (but not upon acceleration), (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Notes as beneficiaries hereof with respect to transfers the property so deposited with the Trustee payable to all or any of them (vi) rights of Holders of Notes to convert the Notes pursuant to Article IX and exchanges (vii) the obligations of Securities of such Series and any coupons appertaining theretothe Company under Section 3.3 with respect to the Notes) and the Trustee Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of 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 the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the SecuritiesIndebtedness.

Satisfaction and Discharge of Indenture. If at any time (ai) 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 and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and any coupons of Coupons appertaining theretothereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and (v) the obligations of the Issuer under Section 3.02) and the Trustee Trustee, on demand of the 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 Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 the SecuritiesSecurities of such series.

Satisfaction and Discharge of Indenture. (A) If at any time (a) the Company Issuer shall have delivered paid or caused to be paid the Trustee cancelled or for cancellation principal of and interest on all the Securities of any Series theretofore authenticated series Outstanding hereunder and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9), as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of such series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities and Coupons appertaining thereto of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any Series series of Securities where the exact or maximum amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation (x) shall have become due and payable, payable or (y) are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount identified in cash sufficient to pay at maturity subsection (x), (y) or upon redemption all such Securities not theretofore delivered (z) below (other than monies repaid by the Trustee or any paying agent to the Trustee cancelled or Issuer in accordance with Section 10.4), specifically pledged as security for cancellationand dedicated solely to the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, including principal (and premium, if anyx) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, cash in an amount or (cy) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash not later than one day before the due date of payments in respect of the Securities, or (z) a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interestcombination thereof, sufficient (i) all the Securities without investment of such Series and all unmatured coupons appertaining thereto, not theretofore cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee cancelled or for cancellation shall have become due and payableTrustee, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the interest on all Securities of such Series not theretofore delivered to the Trustee for cancellation series and Coupons appertaining thereto on each date that such principal or interest is due and payable (whether at maturity or upon redemption, but excluding, howeverthrough operation of a mandatory sinking fund other than any redemption or repayment at the option of the Holder); and if, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or Issuer, all of the Guarantor, then Securities of such series and any Coupons appertaining thereto shall be deemed paid and discharged and the provisions of this Indenture with respect to such Securities and Coupons shall cease to be of further effect (except as to (i) rights of registration of transfer, and exchange of Securities of such series or Coupons appertaining thereto, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced or apparently destroyed, lost or stolen Securities or Coupons, (iii) rights of the Holders of Securities and Coupons appertaining thereto to receive from the property so deposited payments of principal thereof and interest on the original stated due dates therefor (but not upon acceleration) or the Redemption Date or repayment date therefor, as the case may be and remaining rights of Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder, including any right to compensation, reimbursement of expenses and indemnification under Section 6.6, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such Series them and (except as to vi) the provisions applicable to transfers obligations of the Issuer under Sections 3.2, 3.3 and exchanges of Securities of such Series and any coupons appertaining thereto) 3.4), and the Trustee Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel, which complies with Section 11.5, stating that the provisions of this Section have been complied with and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. In addition, in connection with respect the satisfaction and discharge pursuant to clause (c)(i)(y) above, the Trustee shall give notice to the Holders of Securities of such Seriessatisfaction 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. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 6.6 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 of and interest on all the Securities outstanding hereunder, as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.6) or (bc)(1) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation Issuer shall have become due and payable, irrevocably deposited or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any Paying Agent to the Issuer in accordance with Section 9.4) or direct obligations of the United States of America, backed by its full faith and credit, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or and (c2) in the case of any Series of Securities which Issuer shall have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled (i) either (A) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for cancellation shall federal income tax purposes as a result of the Issuer's exercise of its option under this Section 9.1(c) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have become due and payablebeen the case if such option had not been exercised or (B) an Opinion of Counsel, 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 Trustee, to the giving of notice of redemption, same effect as the ruling described in clause (A) accompanied by a ruling to that effect published by the Internal Revenue Service and (ii) an Opinion of Counsel, reasonably satisfactory to the Company or Trustee, to the Guarantor shall deposit or cause to be deposited with effect that after the Trustee as passage of 90 days following the deposit, the trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities will not theretofore delivered be subject to the Trustee for cancellation at the effect of any applicable specified bankruptcy, insolvency, reorganization or determined maximum rate of interest thereon on the dates such installments of interest are due similar laws affecting creditors' rights generally and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (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), (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) them), and the Trustee Trustee, on demand of the 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 the Securities of such SeriesIndenture. The Company Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred and to compensate the Trustee for any services thereafter reasonably and properly incurred rendered by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. If at any time This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either (ai) the Company shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series such Notes theretofore authenticated and all unmatured couponsdelivered (except lost, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto stolen or destroyed Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided and Notes for whose payment money has theretofore been deposited in Section 2.09), trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (iA) all the Securities of such Series and all unmatured coupons appertaining thereto, Notes not theretofore delivered to the Trustee cancelled or 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 and the Issuer has irrevocably deposited or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire in trust an amount in cash of money sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds discharge the entire amount in cash sufficient to pay each installment of interest indebtedness on such Series of Securities Notes not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and for principal, premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premiumaccrued and unpaid interest and Additional Amounts, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee , to the Company in accordance with date of maturity or redemption, (B) no Default (other than as the provisions result of the incurrence of indebtedness used to discharge the Notes under this Section 8.05, or (28.5) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the SecuritiesNotes 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. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company or any Guarantor shall have paid or caused to be paid the principal of, premium, if any, and interest on all the Securities of any series 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 2.08) as and when the same shall have become due and payable, or (ii) the Company shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.08) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of of, premium, if any, and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the any Guarantor shall deposit have irrevocably deposited or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any other than moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee or any Paying Agent to the Company in accordance with Section 8.04) or, in the provisions case of Section 8.05any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or (2) paid to any state 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 District of Columbia pursuant Trustee, to its unclaimed property or similar lawspay (X) the principal, premium, if any, and interest on all Securities of such series on each date that such principal, premium, if any, 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 either case accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Company or the any Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorCompany, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Company's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof, premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such Series them, and (except as to vi) the provisions applicable to transfers and exchanges obligations of Securities of such Series and any coupons appertaining theretothe Company under Section 2.05) and the Trustee Trustee, on demand of the Company accompanied by an Officer's Certificate and an Opinion of Counsel which comply with Section 11.04 and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; provided, that the rights of Holders of the Securities to receive amounts in respect of such Seriesprincipal 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 and the Guarantors 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 SecuritiesSecurities of such series. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantors to the Trustee under Section 7.07 and the obligations of the Trustee under Section 8.01 shall survive.

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 and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), ) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iiB) below, (iA) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.04) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or variable rate interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or Issuer with respect to the GuarantorSecurities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series and the Coupons appertaining thereto (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any coupons appertaining theretoof them, and (vi) the obligations of the Issuer under Section 3.02) and the Trustee Trustee, on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect as to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 the SecuritiesSecurities 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 of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (bc) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.4) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, obligations issued or guaranteed as to principal and interest by the United States or by a floating Person controlled or variable rate supervised by and acting as an instrumentality of the government of the United States pursuant to authority granted by the Congress of the United States ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that cannot exceed a specified such principal or determinable maximum rate interest is due and payable and (B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Issuer's right of 56 optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such Series them, and (except as to vi) the provisions applicable to transfers and exchanges obligations of Securities of such Series and any coupons appertaining theretothe Issuer under Section 3.2) and the Trustee Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Series. The Company agrees to reimburse principal of and interest on the Trustee for Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any costs or expenses thereafter reasonably and properly incurred by securities exchange upon which the Trustee in connection with this Indenture or the SecuritiesSecurities are listed.

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 delivered to the Trustee cancelled or for cancellation acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities of any Series theretofore authenticated and all unmatured coupons, if any, appertaining thereto delivered (other than any (i) Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of 306 and interest due on which can be determined at the time of making the deposit referred to in clause (ii) belowSecurities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (iB) all the such Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall (i) have become due and payable, or are by their terms to (ii) will become due and payable at their Stated Maturity within one year year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee 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 or the Guarantor shall deposit (iii) above, has deposited or cause caused to be deposited with the Trustee as trust funds in trust for the entire purpose an amount in cash sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to become due to such date of maturity the Stated Maturity or date fixed for redemptionRedemption Date, as the case may be, or ; (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii2) the Company has paid or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause caused to be paid all other sums payable hereunder by the Company; and (3) the Company or has delivered to the GuarantorTrustee an Officers' Certificate and an Opinion of Counsel, then each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture shall cease to be have been complied with. Notwithstanding the satisfaction and discharge of further effect with respect this Indenture, the obligations of the Company to the Securities Trustee under Section 607 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of such Series clause (except as to 1) of this Section, the provisions applicable to transfers and exchanges obligations of Securities of such Series and any coupons appertaining thereto) the Trustee under Section 402 and the Trustee on demand last paragraph of and at the cost and expense of the Company, Section 1003 shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securitiessurvive.

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 of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in ‎Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section ‎Section 2.09), ) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iiB) below, (iA) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer or the Guarantor shall deposit have irrevocably deposited or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with ‎Section 10.04) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or variable rate interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer or the GuarantorGuarantor with respect to the Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series and the Coupons appertaining thereto (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any coupons appertaining theretoof them, and (vi) the obligations of the Issuer under ‎Section 3.02) and the Trustee Trustee, on demand of the Issuer or the Guarantor, as the case may be, accompanied by an Officer’s Certificate of the Issuer or the Guarantor, as the case may be, and an Opinion of Counsel and at the cost and expense of the CompanyIssuer or the Guarantor, as the case may be, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect as to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 the SecuritiesSecurities 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 of and interest on all the Notes of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Notes of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.7) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities Notes of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities Notes of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.7) or (bc) in the case of any Series series of Securities Notes where the exact or maximum amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities Notes of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 9.4), including principal (and premiumor, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities Notes the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating 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 of and interest on all Notes of such series and Coupons appertaining thereto on each date that such principal or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, is due and payable and (iB) all the Securities any mandatory sinking fund payments applicable to Notes of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to on the Trustee cancelled or for cancellation shall have become due and payable, or dates on which such payments are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions terms of Section 8.05the Indenture and the Notes of such series; and if, or (2) paid to in any state or to such case, the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or Issuer with respect to the GuarantorNotes of such series, then this Indenture with respect to the Notes of such series shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Notes of such series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes or Coupons, (iii) rights of Holders of Notes and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and (v) the rights of the Holders of Notes of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining theretothem) and the Trustee Trustee, on demand of the 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 the Securities Notes of such Seriesseries and coupons appertaining thereto; provided, that the rights of Holders of the Notes and Coupons to receive amounts in respect of principal of and interest on the Notes and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Notes are listed. The 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 SecuritiesNotes of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have delivered This Indenture will be discharged and will cease to the Trustee cancelled or for cancellation be of further effect as to all Securities of any Series particular series issued hereunder when either (i) all Securities of that series theretofore authenticated and delivered and all unmatured coupons, if any, appertaining thereto (other than any except (A) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 305, (B) lost, stolen or destroyed Securities or coupons of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below306, (iC) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be Securities called for redemption within one year under arrangements satisfactory and maturing after the relevant Redemption Date, whose surrender is not required as provided in Section 1106 and (D) Securities and coupons of such series for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company or discharged from such trust, as provided in the last paragraph of Section 1003) have been delivered to the Trustee for the giving Securities of notice of redemption, and that series for cancellation or (ii) (A) all Securities of that series and any coupons appertaining thereto not theretofore delivered to Trustee for cancellation are due and payable by their terms within one year or have become due and payable by reason of the making of a notice of redemption and the Company has irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the such Trustee as trust funds the entire in trust an amount of cash in cash sufficient to pay at maturity any combination of currency or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) currency unit in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and all unmatured coupons appertaining theretoexcept as provided in Sections 311(b) and 311(d), not theretofore delivered to in which case the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are deposit to be called made with respect to Securities for redemption within one year under arrangements satisfactory which an election has occurred pursuant to Section 311(b) or a Conversion Event has occurred as provided in Section 311(d), shall be made in the Trustee for the giving currency or currency unit in which such Securities are payable as a result of notice of redemption, and (iisuch election or Conversion Event) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest and discharge the entire indebtedness on such Series of Securities and coupons not theretofore delivered to the Trustee for the Securities of that series for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (principal, and premium, if any, onand accrued and unpaid interest, if any, to the Stated Maturity or Redemption Date, as the case may be; (B) the Securities of such Series not theretofore Company has paid, or caused to be paid, all sums payable by it under this Indenture; and (C) the Company has delivered irrevocable instructions to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each the Securities of that series under this Indenture to apply the foregoing cases, the amount of any moneys for deposited money toward the payment of principal such Securities and coupons at the Stated Maturity or the Redemption Date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of (and premium, if any) or interest on the Securities (1) theretofore deposited with Counsel to the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to for the Securities of such Series (except as that series stating that all conditions precedent to the provisions applicable to transfers satisfaction and exchanges of Securities of such Series and any coupons appertaining thereto) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securitiesdischarge have been satisfied.

Satisfaction and Discharge of Indenture. (a) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers Certificate or indenture supplemental hereto provided pursuant to Section 2.3. If at any time (ai) 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 and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iiB) below, (iA) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause 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 Issuer in accordance with Section 9.4), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (ciii) a combination thereof, sufficient, in the case opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any Series mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto pursuant to Section 2.8 to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) any coupons optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of Securities of such series and Coupons appertaining theretothereto 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 Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 the SecuritiesSecurities 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 of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Indenture Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), ) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iiB) below, (iA) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Indenture Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption, and (iiB) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Indenture Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Indenture Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.04) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. GOVERNMENT OBLIGATIONS"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or variable rate interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or Issuer with respect to the GuarantorSecurities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series and the Coupons appertaining thereto (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Indenture Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any coupons appertaining theretoof them, and (vi) the obligations of the Issuer under Section 3.02) and the Trustee Indenture Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect as to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Indenture Trustee for any services thereafter reasonably and properly rendered by the Indenture Trustee in connection with this Indenture or the SecuritiesSecurities 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 of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (bc) in the case of any Series series of Securities where the exact or maximum amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 9.4) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (and not subject to redemption or prepayment at the option of the holders thereof) ("United States Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or variable rate interest is due and payable and (B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or Issuer with respect to the GuarantorSecurities of such series, then this Indenture with respect to the Securities of such series shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such Series them, and (except as to vi) the provisions applicable to transfers and exchanges obligations of Securities of such Series and any coupons appertaining theretothe Issuer under Section 3.2) and the Trustee Trustee, on demand of the 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 the Securities of such Seriesseries; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company 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 SecuritiesSecurities of such series.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have delivered This Indenture will be discharged and will cease to the Trustee cancelled or for cancellation be of further effect as to all Securities of any Series particular series issued hereunder when either (i) all Securities of that series theretofore authenticated and delivered and all unmatured coupons, if any, appertaining thereto (other than any except (A) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 305, (B) lost, stolen or destroyed Securities or coupons of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below309, (iC) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be Securities called for redemption within one year under arrangements satisfactory and maturing after the relevant Redemption Date, whose surrender is not required as provided in Section 1106 and (D) Securities and coupons of such series for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuers or discharged from such trust, as provided in the last paragraph of Section 1003) have been delivered to the Trustee for the giving Securities of notice of redemption, and that series for cancellation or (ii) (A) all Securities of that series and any coupons appertaining thereto not theretofore delivered to Trustee for cancellation are due and payable by their terms within one year or have become due and payable by reason of the Company making of a notice of redemption and the Issuers have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the such Trustee as trust funds the entire in trust an amount of cash in cash sufficient to pay at maturity any combination of currency or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) currency unit in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and all unmatured coupons appertaining theretoexcept as provided in Sections 314(b) and 314(d), not theretofore delivered to in which case the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are deposit to be called made with respect to Securities for redemption within one year under arrangements satisfactory which an election has occurred pursuant to Section 314(b) or a Conversion Event has occurred as provided in Section 314(d), shall be made in the Trustee for the giving currency or currency unit in which such Securities are payable as a result of notice of redemption, and (iisuch election or Conversion Event) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest and discharge the entire indebtedness on such Series of Securities and coupons not theretofore delivered to the Trustee for the Securities of that series for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and for principal, premium, if any, onand accrued and unpaid interest, if any, to the Stated Maturity or Redemption Date, as the case may be; (B) no Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 501(4) or Section 501(5) shall have occurred and be continuing on the 91st day after such date; (C) the Securities of such Series not theretofore Issuers have paid, or caused to be paid, all sums payable by them under this Indenture; and (D) the Issuers have delivered irrevocable instructions to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each the Securities of that series under this Indenture to apply the foregoing cases, the amount of any moneys for deposited money toward the payment of principal such Securities and coupons at the Stated Maturity or the Redemption Date, as the case may be. In addition, the Issuers must deliver an Officer's Certificate of (each Issuer and premium, if any) or interest on the Securities (1) theretofore deposited with an Opinion of Counsel to the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to for the Securities of such Series (except as that series stating that all conditions precedent to the provisions applicable to transfers satisfaction and exchanges of Securities of such Series and any coupons appertaining thereto) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securitiesdischarge have been satisfied.

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 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 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section ‎Section 2.09), ) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iiB) below, (iA) all the Securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with ‎Section 10.04) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal and interest on all Securities of such series on each date that such principal or variable rate interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or Issuer with respect to the GuarantorSecurities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series series and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any coupons appertaining theretoof them, and (vi) the obligations of the Issuer under ‎Section 3.02) and the Trustee Trustee, on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect as to such series; provided that the rights of Holders of the Securities to receive amounts in respect of such Seriesprincipal 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 SecuritiesSecurities 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 of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which that shall have been destroyed, lost or stolen and which that shall have been replaced or paid as provided in Section 2.09), 2.9) or (bc) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.4) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or variable rate interest is due and payable and (B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any coupons appertaining theretoof them, and (vi) the obligations of the Issuer under Section 3.2) and the Trustee Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Series. The Company agrees to reimburse principal of and interest on the Trustee for Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any costs or expenses thereafter reasonably and properly incurred by securities exchange upon which the Trustee in connection with this Indenture or the Securities.Securities are

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have delivered This Indenture will be discharged and will cease to the Trustee cancelled or for cancellation be of further effect as to all Securities of any Series particular series issued hereunder when either (i) all Securities of that series theretofore authenticated and delivered and all unmatured coupons, if any, appertaining thereto (other than any except (A) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 305, (B) lost, stolen or destroyed Securities or coupons of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below306, (iC) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be Securities called for redemption within one year under arrangements satisfactory and maturing after the relevant Redemption Date, whose surrender is not required as provided in Section 1106 and (D) Securities and coupons of such series for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company or discharged from such trust, as provided in the last paragraph of Section 1003) have been delivered to the Trustee for the giving Securities of notice of redemption, and that series for cancellation or (ii) (A) all Securities of that series and any coupons appertaining thereto not theretofore delivered to Trustee for cancellation are due and payable by their terms within one year or have become due and payable by reason of the making of a notice of redemption and the Company has irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the such Trustee as trust funds the entire in trust an amount of cash in cash sufficient to pay at maturity any combination of currency or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) currency unit in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and all unmatured coupons appertaining theretoexcept as provided in Sections 311(b) and 311(d), not theretofore delivered to in which case the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are deposit to be called made with respect to Securities for redemption within one year under arrangements satisfactory which an election has occurred pursuant to Section 311(b) or a Conversion Event has occurred as provided in Section 311(d), shall be made in the Trustee for the giving currency or currency unit in which such Securities are payable as a result of notice of redemption, and (iisuch election or Conversion Event) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest and discharge the entire indebtedness on such Series of Securities and coupons not theretofore delivered to the Trustee for the Securities of that series for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (principal, and premium, if any, onand accrued and unpaid interest, if any, to the Stated Maturity or Redemption Date, as the case may be; (B) no Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing on the date of such deposit after giving effect thereto and no Event of Default under Section 501(4) or Section 501(5) shall have occurred and be continuing on the 123rd day after such date; (C) the Securities of such Series not theretofore Company has paid, or caused to be paid, all sums payable by it under this Indenture; and (D) the Company has delivered irrevocable instructions to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each the Securities of that series under this Indenture to apply the foregoing cases, the amount of any moneys for deposited money toward the payment of principal such Securities and coupons at the Stated Maturity or the Redemption Date, as the case may be. In addition, the Company must deliver an Officers' Certificate and an Opinion of (and premium, if any) or interest on the Securities (1) theretofore deposited with Counsel to the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to for the Securities of such Series (except as that series stating that all conditions precedent to the provisions applicable to transfers satisfaction and exchanges of Securities of such Series and any coupons appertaining thereto) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securitiesdischarge have been satisfied.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have delivered to the Trustee cancelled canceled or for cancellation all Securities of any Series theretofore authenticated Authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled canceled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled canceled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled canceled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorCompany, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the principal of, premium, if any, and interest on all the Securities of any Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series theretofore authenticated and all unmatured couponsCoupons, if any, appertaining thereto theretofore authenticated (other than any Securities of such Series and coupons appertaining thereto Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), ) or (bc) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons Coupons, if any, appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, redemption and (ii) the Company shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in the Currency required and/or the required Government Obligations maturing as to principal, premium, if any, and interest in such amounts and at such times as will, in aggregate, ensure the availability of cash sufficient sufficient, in the opinion of a firm of independent certified public accountants, to pay at maturity or upon redemption all Securities of such Series and Coupons, if any, appertaining thereto (other than any Securities of such Series and Coupons, if any, appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and principal, premium, if any) , and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) and if, in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interestsuch case, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantorwith respect to Securities of such Series and Coupons, if any, appertaining thereto, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons Coupons, if any, appertaining theretothereto (except as to (A) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (B) substitution of mutilated, defaced, destroyed, lost or stolen Securities and Coupons, (C) rights of Holders to receive payments of principal thereof, premium, if any, and interest thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (D) the rights, obligations and immunities of the Trustee on demand of hereunder, and at (E) the cost and expense rights of the CompanySecurityholders of such Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and, subject to Section 10.06, the Trustee, upon request by the Company pursuant to a Company Order accompanied by a Company Officers’ Certificate and an Opinion of Counsel, shall execute proper instruments acknowledging such satisfaction and discharge of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably Series and properly incurred by the Trustee in connection with this Indenture or the SecuritiesCoupons, if any, appertaining thereto.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have delivered This Indenture will be discharged and will cease to the Trustee cancelled or for cancellation be of further effect as to all Securities of any Series particular series issued hereunder when either (i) all Securities of that series theretofore authenticated and delivered and all unmatured coupons, if any, appertaining thereto (other than any except (A) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 305, (B) lost, stolen or destroyed Securities or coupons of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below306, (iC) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be Securities called for redemption within one year under arrangements satisfactory and maturing after the relevant Redemption Date, whose surrender is not required as provided in Section 1106 and (D) Securities and coupons of such series for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company or the Guarantor or discharged from such trust, as provided in the last paragraph of Section 1003) have been delivered to the Trustee for the giving Securities of notice of redemption, and that series for cancellation or (ii) (A) all Securities of that series and any coupons appertaining thereto not theretofore delivered to Trustee for cancellation are due and payable by their terms within one year or have become due and payable by reason of the making of a notice of redemption and the Company has irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the such Trustee as trust funds the entire in trust an amount of cash in cash sufficient to pay at maturity any combination of currency or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) currency unit in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and all unmatured coupons appertaining theretoexcept as provided in Sections 311(b) and 311(d), not theretofore delivered to in which case the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are deposit to be called made with respect to Securities for redemption within one year under arrangements satisfactory which an election has occurred pursuant to Section 311(b) or a Conversion Event has occurred as provided in Section 311(d), shall be made in the Trustee for the giving currency or currency unit in which such Securities are payable as a result of notice of redemption, and (iisuch election or Conversion Event) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest and discharge the entire indebtedness on such Series of Securities and coupons not theretofore delivered to the Trustee for the Securities of that series for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and for principal, premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premiumaccrued and unpaid interest, if any, to the Stated Maturity or Redemption Date, as the case may be; (B) no Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 501(5) or interest Section 501(6) shall have occurred and be continuing on the Securities 123rd day after such date; (1C) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay has paid, or cause caused to be paid paid, all other sums payable hereunder by it under this Indenture; and (D) the Company or the Guarantor, then this Indenture shall cease as the case may be has delivered irrevocable instructions to be of further effect with respect to the Trustee for the Securities of that series under this Indenture to apply the deposited money toward the payment of such Series (except Securities and coupons at the Stated Maturity or the Redemption Date, as the case may be. In addition, the Company must deliver an Officers' Certificate and an Opinion of Counsel to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to for the Securities of such Series. The Company agrees that series stating that all conditions precedent to reimburse the Trustee for any costs or expenses thereafter reasonably satisfaction and properly incurred by the Trustee in connection with this Indenture or the Securitiesdischarge have been satisfied.

Satisfaction and Discharge of Indenture. (a) If at any time (ai) the Company shall will have delivered paid or caused to be paid the Trustee cancelled or for cancellation principal of and interest on all of the Securities of any Series theretofore authenticated series Outstanding hereunder and all unmatured coupons, if any, appertaining thereto Coupons (other than any Securities of such Series series and coupons appertaining thereto Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09)2.9) as and when the same have become due and payable, or (bii) the Company will have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all Coupons (other than any Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) or (iii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which such Securities can be determined at the time of making the deposit referred to in clause (iiB) below, (iA) all the Securities of such Series series and all unmatured coupons appertaining thereto, Coupons not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company will have irrevocably deposited or the Guarantor shall deposit or cause caused to be irrevocably deposited with the Trustee as trust funds in trust for the entire amount in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Securities of such series and Coupons, (x) cash in an amount (other than moneys repaid by the Trustee cancelled or for cancellation, including principal (and premium, if anyany paying agent to the Company in accordance with Section 10.4) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (cy) in the case of any Series series of Securities the payments on which have may be made only in Dollars, direct obligations of the United States, backed by its full faith and credit ("U.S. GOVERNMENT Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash in an amount or (z) a floating or variable rate combination thereof, sufficient, in the opinion of interest that cannot exceed a specified or determinable maximum rate nationally recognized firm of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore independent public accountants expressed in a written certification thereof delivered to the Trustee cancelled or for cancellation shall have become due and payableTrustee, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the interest on all Securities of such Series not theretofore delivered to the Trustee for cancellation series and all Coupons on each date that such principal or interest is due and payable (whether at maturity or upon redemption, but excluding, howeverredemption (through operation of a mandatory sinking fund or otherwise) other than any redemption at the option of the Holder); and if, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall will also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorCompany, then all of the Securities of such series and any Coupons will be deemed paid and discharged and the provisions of this Indenture shall with respect to such Securities and such Coupons cease to be of further effect (except as to (1) rights of registration of transfer, exchange of Securities of such series and any Coupons and the Company's right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (3) rights of Holders of Securities and Coupons to receive payments of principal thereof and interest thereon, upon the stated due dates therefor (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise) other than any redemption at the option of the Holder, but not upon acceleration), (4) the rights, obligations, duties and immunities of the Trustee hereunder, (5) the rights of the Holders of Securities of such series and any Coupons as beneficiaries hereof with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) and property so deposited with the Trustee payable to all or any of them and (6) the obligations of the Company under Section 3.2 and (D) the Trustee, on demand of the Company accompanied by an Officer's Certificate and an Opinion of Counsel which complies with Section 11.5 (stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company, shall will execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Seriessame. 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 SecuritiesSecurities 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 of and interest on all the Securities of any Series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such Series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (bc) in the case of any Series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which such Securities can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any Paying Agent to the Company in accordance with Section 10.4) or Government Obligations maturing as to principal and interest in such amounts and at such times as will ensure the availability of cash sufficient to pay at maturity or upon redemption all such Securities not theretofore sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee cancelled or for cancellationTrustee, including to pay (A) the principal (and premium, if any) and interest on all Securities of such Series and Coupons appertaining thereto on each date that such principal or interest is due or to become and payable and (B) any mandatory sinking fund payments on the dates on which such payments are due to such date and payable in accordance with the terms of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all Indenture and the Securities of such Series and all unmatured coupons appertaining theretoif, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payablein any such case, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantorwith respect to Securities of such Series, 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, and the provisions applicable Company's right of optional redemption (provided the Company provides sufficient funds to transfers effect such optional redemption), (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders to receive payments of principal thereof and exchanges interest thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of Securities the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder, (v) the rights of the Securityholders of such Series and any coupons Coupons appertaining thereto) and thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vi) rights of Holders to exercise any conversion rights of Securities of any Series herein expressly provided for)), and, subject to Section 10.5, 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 and Coupons to receive amounts in respect of such Seriesprincipal 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 and the SecuritiesSecurities 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 of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (bc) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which such Securities can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.4) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have 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 the availability of cash, or a floating combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or variable rate interest is due and payable and (B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionseries, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series series, and any coupons of Coupons appertaining thereto, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights (including the Trustee's rights under Section 10.5), obligations and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the 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 Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel which complies with Section 11.5 and at the cost and expense of the 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 and Coupons to receive amounts in respect of such Seriesprincipal 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 the SecuritiesSecurities 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 of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iib) below, (ia) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iib) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause 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 Issuer in accordance with Section 10.4), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (ciii) a combination thereof, sufficient, in the case opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (a) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (b) any Series mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; (x) the principal and interest on all unmatured coupons Securities of such series and Coupons appertaining thereto, not theretofore delivered to the Trustee cancelled thereto on each date that such principal or for cancellation shall have become due and payable, or are by their terms to become interest is 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 (iiy) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon any mandatory sinking fund payments on the dates on which such installments of interest payments are due and sufficient to pay payable in accordance with the principal terms of (the Indenture and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverseries; and if, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) any coupons optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of Securities of such series and Coupons appertaining theretothereto 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 Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 the SecuritiesSecurities of such series.

Satisfaction and Discharge of Indenture. (A) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers Certificate or indenture supplemental hereto provided pursuant to Section 2.3. If at any time (ai) 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 and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iib) below, (ia) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iib) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause 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 Issuer in accordance with Section 9.4), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (ciii) a combination thereof, sufficient, in the case opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any Series mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto pursuant to Section 2.8 to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) any coupons optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of Securities of such series and Coupons appertaining theretothereto 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 Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; PROVIDED, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 the SecuritiesSecurities of such series.

Satisfaction and Discharge of Indenture. If Unless otherwise set forth in a supplemental indenture, (a) if at any time (ai) 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 and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen 60 and which shall have been replaced or paid as provided in Section 2.09), ) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iiB) below, (iA) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than moneys repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.04) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or variable rate interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any coupons appertaining theretoof them, and (vi) the obligations of the Issuer under Section 3.02) and the Trustee Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 the SecuritiesSecurities 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 of and interest on all the Securities of each series theretofore authenticated, including all Coupons appertaining thereto (other than Securities and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9), in accordance with the terms of this Indenture and such Securities or (b) as to Securities and Coupons not so paid, the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series each series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (bc) as to Securities and Coupons not so paid or delivered for cancellation, in the case of any Series series of Securities where as to which the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation thereto shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4) or Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all such Securities not theretofore in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee cancelled or for cancellationTrustee, including to pay (A) the principal (and premium, if any) and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund or to become analogous payments on the dates on which such payments are due to such date and payable in accordance with the terms of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all this Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, Issuer; then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) the rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of such Holders to receive mandatory sinking fund or analogous payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of Holders of Securities and Coupons appertaining thereto as beneficiaries hereof with respect to the Securities property so deposited with the Trustee and payable to all or any of such Series them and (except as to vi) the provisions applicable to transfers and exchanges obligations of Securities of such Series and any coupons appertaining theretothe Issuer under Section 3.2) and the Trustee Trustee, on demand of the Issuer 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 CompanyIssuer, shall execute proper instruments acknowledging such satisfaction and discharge of this Indenture; provided that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and discharging this Indenture with respect to interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of such Seriesany national 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.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorCompany, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining theretothereto and the obligations of the Company to the Trustee under Section 7.07 which shall survive) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) ), and the Trustee Trustee, on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have delivered This Indenture will be discharged and will cease to the Trustee cancelled or for cancellation be of further effect as to all Securities of any Series particular series issued hereunder when either (i) all Securities of that series theretofore authenticated and all unmatured couponsdelivered (except (A) lost, if any, appertaining thereto (other than any stolen or destroyed Securities of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or 306 and (bB) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series series for whose payment money has theretofore been deposited in trust and all unmatured coupons appertaining thereto, not theretofore delivered thereafter repaid to the Trustee cancelled Company or for cancellation shall discharged from such trust, as provided in the last paragraph of Section 1003) 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 been delivered to the Trustee for the giving Securities of notice of redemption, and that series for cancellation or (ii) (A) all Securities of that series not theretofore delivered to Trustee for cancellation are due and payable by their terms within one year or have become due and payable by reason of the making of a notice of redemption and the Company has irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the such Trustee as trust funds in trust an amount of cash in any combination of currency or currency unit in which the entire amount Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except as provided in cash Section 311(c), in which case the deposit to be made with respect to Securities for which or a Conversion Event has occurred as provided in Section 311(c), shall be made in the currency or currency unit in which such Securities are payable as a result of a Conversion Event) sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee cancelled or for cancellationthe Securities of that series for cancellation of principal, including principal (and premium, if any) , and interest due accrued and unpaid interest, if any, to the Stated Maturity or to become due to such date of maturity or date fixed for redemptionRedemption Date, as the case may be; (B) no Event of Default or event which with the giving of notice or the lapse of time, or (c) in both, would become an Event of Default shall have occurred and be continuing on the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities date of such Series deposit after giving effect thereto and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled no Event of Default under Section 501(4) or for cancellation Section 501(5) shall have become due occurred and payablebe continuing on the 123rd day after such date; (C) the Company has paid, or are by their terms to become due and payable within one year or are caused to be called for redemption within one year paid, all sums payable by it under arrangements satisfactory this Indenture; and (D) the Company has delivered irrevocable instructions to the Trustee for the giving Securities of notice that series under this Indenture to apply the deposited money toward the payment of redemptionsuch Securities at the Stated Maturity or the Redemption Date, and (ii) as the case may be. In addition, the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment must deliver an Officers’ Certificate and an Opinion of interest on such Series of Securities not theretofore delivered Counsel to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered that series stating that all conditions precedent to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (satisfaction and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securitiesdischarge have been satisfied.

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 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (bc) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to 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 the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the issuer in accordance with Section 9.8) or direct obligations of the United States of America, backed by its full faith and credit, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due on or prior to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities securities of such Series series, and any coupons appertaining theretothe Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, in each case solely out of property so deposited with the Trustee, and (iv) the rights, obligations and immunities of the Trustee hereunder, and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the 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 such Series. The Company agrees to reimburse principal of and interest on the Trustee for Securities held by them shall not be delayed longer than required by then- applicable mandatory rules or policies of any costs or expenses thereafter reasonably and properly incurred by securities exchange upon which the Trustee in connection with this Indenture or the Securities.Securities are -36-

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, if any, on all the Securities of any series Outstanding hereunder as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Outstanding Securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (bc) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.05) or Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, sufficient, without reinvestment, and, in the case of a deposit of Government Obligations, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Outstanding Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities series not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due cancellation, including principal and sufficient to pay the principal of (and premiuminterest, if any, on) due or to become due on or prior to such date of maturity as the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemptioncase may be, but excluding, howeverand if, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series and the related Guaranty of the Guarantor (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and any coupons appertaining thereto) series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest, if any, thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, from funds deposited with the Trustee, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the 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 such Seriesprincipal of and interest, if any, on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The 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. At such time as the Issuer shall have effected such satisfaction and discharge of this Indenture with respect to any series of Securities, the Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under its Guaranty of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Issuer, the Guarantor or the Trustee and without the consent of the Holders of any Securities.

Satisfaction and Discharge of Indenture. (A) If at any time (a) the Company Issuer and/or the Guarantors shall have paid or caused to be paid the principal of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer and/or the Guarantors shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9), or (bc) in the case of any Series series of Securities where the exact amount (including currency of payment) of principal of and interest due on which such Securities can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer and/or the Guarantors shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer or any Guarantor in accordance with Section 10.4) 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 the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all such Securities not theretofore in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee cancelled or for cancellationTrustee, including to pay (A) the principal (and premium, if any) and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due or and payable and to become pay the Trustee any and all amounts due to the Trustee under Section 6.7 hereunder, and (B) any mandatory sinking fund payments on the dates on which such date payments are due and payable in accordance with the terms of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all Indenture and the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionseries, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for Issuer and/or the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Guarantors shall also pay or cause to be paid all other sums payable hereunder by the Company or Issuer and/or the GuarantorGuarantors with respect to Securities of such series, then this Indenture and the Guarantees shall cease to be of further effect with respect to the Securities of such Series series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series series, and any coupons of Coupons appertaining thereto) , and the Trustee on demand Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and at Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the cost original stated due dates therefor (but not upon acceleration), and expense remaining rights of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect Holders to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities.receive

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 and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), ) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iiB) below, (iA) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than monies repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.04) or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or variable rate interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any coupons appertaining theretoof them, and (vi) the obligations of the Issuer under Section 3.02) and the Trustee Trustee, on demand of the 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 Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 the SecuritiesSecurities 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 theretofore authenticated hereunder and all unmatured Coupons appertaining thereto (other than Securities and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by any paying agent and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.4), as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons all unmatured Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (bc) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series any series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore heretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 11.4) sufficient to pay at maturity or upon redemption all Securities of such Securities series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer with respect to Securities of such series and Coupons appertaining thereto, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series (except as to (i) rights of registration of transfer and exchange, and the provisions applicable Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders to transfers receive payments of principal thereof and exchanges interest thereon, and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Holders of Securities of such Series series and any coupons Coupons appertaining thereto) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture as beneficiaries hereof with respect to the Securities of such Series. The Company agrees to reimburse property so deposited with the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities.payable to all or

Satisfaction and Discharge of Indenture. If at any time (aa)(i) the Company Issuer shall have delivered paid or caused to be paid the Trustee cancelled or for cancellation all Securities of any Series theretofore authenticated and all unmatured couponsprincipal of, premium, if any, appertaining thereto and interest, if any, on all the Securities Outstanding of any series (other than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (b2.9) in as and when the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation same shall have become due and payable, or are by their terms (ii) the Issuer shall have delivered to become due the Trustee for cancellation all Securities of any series theretofore authenticated (other than Securities which have been destroyed, lost or stolen and payable which have been replaced or paid as provided in Section 2.9), or (b)(i) the Securities of any series mature within one year year, or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited Issuer irrevocably deposits in trust with the Trustee Trustee, as trust funds solely for the entire amount benefit of the Holders, money or U.S. Government Obligations or a combination thereof sufficient, in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee cancelled or for cancellationTrustee, including without consideration of any reinvestment, to pay principal (of and premium, if any) premium and interest due or on the Securities to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interestand to pay all other sums payable by it hereunder, (iiii) all no Event of Default has occurred and is continuing on the Securities date of such Series the deposit, (iv) the deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or 52 instrument to which the Issuer is a party or by which it is bound, and all unmatured coupons appertaining thereto, not theretofore delivered (v) the Issuer delivers to the Trustee cancelled or for cancellation shall have become due an Officers’ Certificate 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 an Opinion of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverCounsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the foregoing casesIndenture have been complied with; and if, in any such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer (including all amounts, then this Indenture shall cease to be of further effect with respect payable to the Securities of such Series Trustee pursuant to Section 6.6), then, (except x) after satisfying the conditions in clause (a), only the Issuer’s obligations under Sections 6.6 and 10.5, as to applicable, will survive or (y) after satisfying the provisions applicable to transfers conditions in clause (b), only the Issuer’s or obligations in Article Two and exchanges of Securities of such Series Sections 3.1, 3.2, 6.6, 6.10, 10.5, 10.6 and any coupons appertaining thereto) and 10.7 will survive, and, in either case, the Trustee Trustee, on demand of the Issuer 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 CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging of this Indenture with respect to the Securities of such SeriesIndenture. 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, by the Trustee in connection with this Indenture or the Securities.. ARTICLE ELEVEN MISCELLANEOUS PROVISIONS

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 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 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), ) or (biii) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (iA) all the Securities securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer or the Guarantor shall deposit have irrevocably deposited or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient 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 2.09) not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due on or prior to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer or the GuarantorGuarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities securities of such Series and any coupons appertaining thereto) series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers’ Certificate (or Guarantor’s Officer’s Certificate respectively) and an Opinion of Counsel and at the cost and expense of the 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 such Seriesprincipal 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 SecuritiesSecurities 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 of and interest on all the Securities of any series Outstanding hereunder and all Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which such Securities can be determined at the time of making the deposit referred to in clause (iiB) below, (iA) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be irrevocably deposited with the Trustee as trust funds in trust for the entire amount in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered purpose of making the following payments, specifically pledged as security for and dedicated solely to the Trustee cancelled or for cancellationbenefit of the Holders of the Securities of such series and Coupons appertaining thereto, including principal (and premium, if anyx) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may becash in an amount, or (cy) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash in an amount, or (C) a floating or variable rate combination thereof, sufficient, in the opinion of interest that cannot exceed a specified or determinable maximum rate nationally recognized firm of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore independent public accountants expressed in a written certification thereof delivered to the Trustee cancelled or for cancellation shall have become due and payableTrustee, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the interest on all Securities of such Series not theretofore delivered to the Trustee for cancellation series and Coupons appertaining thereto on each date that such principal or interest is due and payable (whether at maturity or upon redemption, but excluding, howeverredemption (through operation of a mandatory sinking fund or otherwise) other than any redemption at the option of the Holder); and if, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then all of -52- 58 the Securities of such series and any Coupons appertaining thereto shall be deemed paid and discharged and the provisions of this Indenture with respect to such Securities and Coupons shall cease to be of further effect (except as to (1) rights of registration of transfer, exchange of Securities of such series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (3) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the stated due dates therefor (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise) other than any redemption at the option of the Holder) (but not upon acceleration), (4) the rights, obligations, duties and immunities of the Trustee hereunder, (5) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such Series them, and (except as to 6) the provisions applicable to transfers and exchanges obligations of Securities of such Series and any coupons appertaining theretothe Issuer under Section 3.2) and the Trustee Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel which complies with Section 11.5 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such Seriessame. 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 SecuritiesSecurities 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 of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), ) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iiB) below, (iA) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity (other than monies repaid by the Trustee or upon redemption all such Securities not theretofore delivered any paying agent to the Trustee cancelled or for cancellationIssuer in accordance with Section 10.04 or, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series series of Securities the payments on which have may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a floating combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or variable rate interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and any coupons of Coupons appertaining thereto) thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer under Section 3.02 and the Trustee, on demand of the Issuer accompanied by an 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 Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of such Seriesprincipal 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 the SecuritiesSecurities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (aA) the Company shall have paid or caused to be paid the principal of and interest on all the Securities of any Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (B) the Company shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series and Coupons theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (ic)(i) all the Securities of such Series and all unmatured coupons appertaining thereto, Coupons not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in the currency or currency unit required (other than moneys repaid by the Trustee or any Paying Agent to the Company in accordance with Section 10.4) or Government Obligations maturing as to principal and interest in such amounts and at such times as will ensure the availability of cash sufficient sufficient, in the opinion of a firm of independent certified public accountants, to pay at maturity or upon redemption all Securities of such Series and Coupons (other than any Securities of such Series and Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) and if, in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interestsuch case, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantorwith respect to Securities of such Series and Coupons, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining theretoCoupons (except as to (i) rights of registration of transfer and exchange, and the Company's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities and Coupons, (iii) rights of Holders to receive payments of principal thereof and interest thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and, subject to Section 10.5, the Trustee, on demand of the 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 and Holders of such SeriesCoupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or Indenture, the SecuritiesSecurities of such Series and Coupons.

Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have delivered paid or caused to be paid the Trustee cancelled or for cancellation all Securities principal of any Series theretofore authenticated and all unmatured couponsinterest and Liquidated Damages, if any, appertaining thereto on all the Notes outstanding (other than any Securities of such Series and coupons appertaining thereto Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09)2.9) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Notes theretofore authenticated (other than Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9); and if, in any such case, the case 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 Series of Securities where 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 (including currency of paymentii) of principal of and interest due on which below can be determined at the time of making the deposit referred to in such clause (ii) below), (i) all of the Securities of such Series and all unmatured coupons appertaining thereto, Notes not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellationtrust, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, specifically pledged as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionsecurity for, and (ii) dedicated solely to, the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each benefit of the foregoing casesHolders of the Notes, the cash in an amount of any (other than moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee or any Paying Agent to the Company in accordance with Section 12.4) or U.S. Government Obligations, maturing as to principal and interest, if any, at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and interest, if any, on all of the Notes on each date that such principal or interest, if any, is due and payable in accordance with the terms of this Indenture and the Notes; 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 clause (b) above and the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such Series Notes shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Notes, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders of Notes to receive payments of principal thereof and interest, if any, thereon upon the provisions applicable original stated due dates therefor (but not upon acceleration), (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Notes as beneficiaries hereof with respect to transfers the property so deposited with the Trustee payable to all or any of them and exchanges (vi) the obligations of Securities of such Series and any coupons appertaining theretothe Company under Section 3.6 with respect to the Notes) and the Trustee 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 cost and expense of the Company, shall execute proper instruments acknowledging satisfaction 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 subparagraph (a), the Company shall be deemed to have paid and discharging 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 the provisions of this Indenture with respect to the Securities Notes shall no longer be in effect (except as to (i) rights of such Series. The Company agrees registration of transfer and exchange of Notes, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders of Notes to reimburse receive payments of 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 the Trustee for any costs or expenses thereafter reasonably and properly incurred by hereunder, (v) the rights of the Holders of the Notes as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, (vi) the obligations of the Company under Section 2.3 with respect to the Notes and (vii) the Conversion rights set forth in connection with Article IX hereof) 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 Indenture or provision have been complied with, and at the Securities.cost and expense of the 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 of and interest, if any, on all the Securities of any series Outstanding hereunder as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Outstanding Securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), or (bc) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.05) or Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Outstanding Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities series not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due cancellation, including principal and sufficient to pay the principal of (and premiuminterest, if any, on) due or to become due on or prior to such date of maturity as the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemptioncase may be, but excluding, howeverand if, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and any coupons appertaining thereto) series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest, if any, thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, from funds deposited with the Trustee (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and the Trustee, on demand of the Issuer accompanied by an 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 such Seriesprincipal of and interest, if any, on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company Issuer agrees to reimburse the Trustee for any Table of Contents 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 SecuritiesSecurities 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 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 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), ) or (biii) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (iA) all the Securities securities of such Series and all unmatured coupons appertaining thereto, series not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iiB) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in U.S. Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient 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 2.09) not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due on or prior to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series and any coupons appertaining thereto) series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the 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 such Seriesprincipal 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 SecuritiesSecurities 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 and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series theretofore authenticated and all unmatured couponsCoupons, if any, appertaining thereto theretofore authenticated (other than any Securities of such Series and coupons appertaining thereto Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09), 2.9) or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (ic)(i) all the Securities of such Series and all unmatured coupons Coupons, if any, appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee as trust funds the entire amount in the Currency required and/or the required Government Obligations maturing as to principal and interest in such amounts and at such times as will, in aggregate, ensure the availability of cash sufficient sufficient, in the opinion of a firm of independent certified public accountants, to pay at maturity or upon redemption all Securities of such Series and Coupons, if any, appertaining thereto (other than any Securities of such Series and Coupons, if any, appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) and if, in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interestsuch case, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantorwith respect to Securities of such Series and Coupons, if any, appertaining thereto, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons Coupons, if any, appertaining theretothereto (except as to (A) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (B) substitution of mutilated, defaced, destroyed, lost or stolen Securities and Coupons, (C) rights of Holders to receive payments of principal thereof and interest thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (D) the rights, obligations and immunities of the Trustee on demand of hereunder, and at (E) the cost and expense rights of the CompanySecurityholders of such Series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and, subject to Section 10.6, the Trustee, upon request by the Company pursuant to a Company Order accompanied by a Company Officers’ Certificate and an Opinion of Counsel, shall execute proper instruments acknowledging such satisfaction and discharge of and discharging this Indenture with respect to the Securities of such Series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably Series and properly incurred by the Trustee in connection with this Indenture or the SecuritiesCoupons, if any, appertaining thereto.

Satisfaction and Discharge of Indenture. If at any time This Indenture shall cease to be of further effect as to all Outstanding Securities (aexcept as to (A) rights of registration of transfer and exchange, and the Company shall have delivered to the Trustee cancelled or for cancellation all Securities Issuer's right of any Series theretofore authenticated and all unmatured couponsoptional redemption, if any(B) substitution of apparently mutilated, appertaining thereto (other than any Securities of such Series and coupons appertaining thereto which shall have been defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) all Outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced or paid paid, as provided in Section 2.09)2.6, have been delivered to the Trustee for cancellation or (b) in the case of any Series of Securities where Issuer shall have paid or caused to be paid the exact amount (including currency of payment) of principal of and interest on the Securities Outstanding hereunder, as and when the same shall have become due on which can be determined at the time of making the deposit referred to in clause and payable, or (iic) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for upon the giving of notice of redemption, and (ii) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause caused to be deposited with the Trustee Trustee, as trust funds funds, (A) money in an amount or (B) Government Securities which through the entire payment of interest and principal will provide, no later than one day before the due date of payments in respect of the Securities, money in an amount or (C) a combination thereof, any one of options (A), (B) or (C) being sufficient in cash sufficient to pay at maturity or upon redemption all such Securities not theretofore the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee cancelled or for cancellationTrustee, including to pay the principal (and premium, if any) of and interest due or on the Outstanding Securities to become due to such the date of maturity or date fixed for redemption, as the case may be. The Trustee, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) and the Trustee on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to the Securities of such SeriesIndenture. The Company Issuer agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) thereafter reasonably and properly incurred incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such trust not otherwise provided for pursuant to such Section. SECTION 10.2

Satisfaction and Discharge of Indenture. If at any time This Indenture will be discharged with respect of the Notes of a particular tranche and will cease to be of further effect as to all Notes of such tranche issued thereunder and all obligations of the Guarantor with respect to the Notes of such tranche, including the Guarantees with respect to the Notes of such tranche, when either (a) the Company shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series such Notes theretofore authenticated and all unmatured couponsdelivered (except lost, if any, appertaining thereto (other than any Securities stolen or destroyed Notes of such Series and coupons appertaining thereto tranche which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided and Notes of such tranche for whose payment money has theretofore been deposited in Section 2.09), trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (ib)(i) all the Securities of such Series and all unmatured coupons appertaining thereto, Notes not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, payable by reason of the mailing of a notice of redemption or are by their terms to otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit has irrevocably deposited or cause caused to be deposited with the Trustee as trust funds the entire in trust an amount of money in cash U.S. dollars or Government Securities or any combination thereof sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds discharge the entire amount in cash sufficient to pay each installment of interest indebtedness on such Series of Securities Notes not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and for principal, premium, if any, onaccrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption; (ii) no Default with respect to the Notes of such tranche shall have occurred within 91 days of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which it is bound; (iii) the Securities Company or the Guarantor has paid or caused to be paid all sums payable by it with respect to the Notes of such Series not theretofore tranche under this Indenture; and (iv) the Company or the Guarantor has delivered irrevocable instructions to the Trustee for cancellation under this Indenture to apply the deposited money toward the payment of such Notes at maturity or upon redemptionthe redemption date, but excludingas the case may be. In addition, however, in each with respect to clause (b) of the foregoing casespreceding sentence, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture shall cease to be of further effect with respect have (i) delivered to the Securities Trustee an Opinion of Counsel to the effect that the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes or United Kingdom income tax purposes as a result of such Series (except as deposit, defeasance and discharge and will be subject to federal income tax on the provisions applicable to transfers same amount and exchanges of Securities of such Series and any coupons appertaining thereto) and in the Trustee on demand of same manner and at the cost same times as would have been the case if such deposit, defeasance and expense of the Companydischarge had not occurred; (ii) if such Notes are then listed on any securities exchange, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect delivered to the Securities Trustee an Opinion of Counsel to the effect that such Series. The Company agrees deposit, defeasance and discharge will not cause such Notes to reimburse be delisted; and (iii) delivered to the Trustee for any costs or expenses thereafter reasonably an Officers' Certificate and properly incurred by the Trustee in connection an Opinion of Counsel, complying with this Indenture or the SecuritiesSection 12.4.

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 and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee cancelled or for cancellation all Securities of any Series series theretofore authenticated and all unmatured coupons, if any, Coupons appertaining thereto (other than any Securities of such Series series and coupons Coupons appertaining thereto which that shall have been destroyed, lost or stolen and which that shall have been replaced or paid as provided in Section 2.09), 2.9) or (biii) in the case of any Series series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (iib) below, (ia) all the Securities of such Series series and all unmatured coupons Coupons appertaining thereto, thereto not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (iib) the Company Issuer shall have irrevocably deposited or the Guarantor shall deposit or cause 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 Issuer in accordance with Section 10.4), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (ciii) a combination thereof, sufficient, in the case opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any Series mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Indenture and the Securities of such Series series; and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, howeverif, in each of the foregoing casesany such case, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company or the GuarantorIssuer, then this Indenture shall cease to be of further effect with respect to the Securities of such Series series (except as to the provisions applicable to transfers (i) rights of registration of transfer and exchanges exchange of Securities of such Series series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) any coupons optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of Securities of such series and Coupons appertaining theretothereto 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 Trustee, on demand of the Issuer accompanied, if the Trustee so requests, by an 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 the Securities of such Seriesseries; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company 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 SecuritiesSecurities of such series.