Common use of Discharge of Indenture Clause in Contracts

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.

Discharge of Indenture. WhenWhen ---------------------- (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 6.9, 12.1 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premiuminterest (including Compounded Interest and Additional Sums, if any, and interest ) due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, of or interest (including Compounded Interest and premiumAdditional Sums, if any, or interest ) on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.06, 2.82.07, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or cancelled or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, available funds sufficient to pay at maturity or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and of, premium, if any, and interest (including Compound Interest and Additional Tax Sums, if any) due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if if, in the case of either clause (a) or clause (b) case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect effect, except for that the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. WhenThe Issuer may terminate its obligations and the obligations of the Guarantors under the Notes of either series, the Note Guarantees with respect to such series, the Registration Rights Agreement and this Indenture with respect to such series, except the obligations referred to in the last paragraph of this Section 9.01, if (a1) all the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall Notes of such series that have been destroyedauthenticated and delivered (except lost, lost stolen or stolen and destroyed Notes which shall have been replaced or paid as provided and Notes of such series for whose payment money has been deposited in Section 2.6) trust or segregated and not theretofore canceled, or (b) all held in trust by the Debentures not theretofore canceled or delivered Issuer and thereafter repaid to the Trustee for cancellation shall have become due and payable, Issuer or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in discharged from this trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall ) have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause all Notes of such series not delivered to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees to reimburse the Trustee for cancellation otherwise (i) have become due and payable, (ii) shall become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption pursuant to paragraph 6 of the Notes, and, in any costs case, the Issuer has irrevocably deposited or expenses thereafter reasonably and properly incurred by caused to be deposited with the Trustee as trust funds, in connection with this Indenture trust solely for the benefit of the Holders of such Notes, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as shall be sufficient (without consideration of any reinvestment of interest) to pay and discharge the Debentures.entire Indebtedness (including all principal and accrued interest) on the Notes of such series not theretofore delivered to the Trustee for cancellation,

Discharge of Indenture. When When (a) the Company and the Guarantor shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company or the Guarantor shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company or the Guarantor in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the CompanyCompany or the Guarantor, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company and the Guarantor 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, Counsel and at the cost and expense of the CompanyCompany and the Guarantor, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The , the Company agrees and the Guarantor, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Compounded Interest and Additional Sums, if any) due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.06, 2.82.07, 3.16.10, 3.211.04 [and Article XIII] hereof, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paidpaid [or are converted]. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or (b) all the Debentures Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 6.8 and 12.4 hereof shall survive until such Debentures Debt Securities shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 DebenturesDebt Securities.

Discharge of Indenture. When When (a) the Company shall deliver to the Debt Trustee for cancellation all Debentures Debt Securities of any series theretofore authenticated (other than any Debentures Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Debt Securities of any series outstanding hereunder not theretofore canceled cancelled or delivered to the Debt Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Debt Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit with the Debt Trustee, in trust, fundsan amount in cash or U.S. Government Obligations, which shall be immediately due maturing as to principal and payableinterest at such times and in such amounts as will insure the availability of cash, or a combination thereof sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Debt Securities of such series (other than any Debentures such Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Debt Trustee for cancellation, including principal and principal, premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.05, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Debt Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Debt Trustee, on demand of the Company accompanied by an Officers' any Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company ; the Company, however, hereby agrees to reimburse the Debt Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debt Trustee in connection with this Indenture or the DebenturesDebt Securities.

Discharge of Indenture. When When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of redemptionprepayment, and the Company Corporation shall deposit with the Debenture Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation, including principal (and premium, if any, ) and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of (or premium, if any, ) or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Debentures Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if if, in either case the case of either clause (a) or clause (b) the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by an any 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, Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company ; the Corporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company and the Guarantor shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company or the Guarantor shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity the Stated Maturity or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity Stated Maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company or the Guarantor in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the CompanyCompany or the Guarantor, then this Indenture shall cease to be of further effect effect, except for that the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company and the Guarantor accompanied by an any 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, Counsel and at the cost and expense of the CompanyCompany and the Guarantor, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The , the Company agrees and the Guarantor, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.06) and not theretofore canceled, or or (b) all the Debentures Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.412.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.06, 2.83.01, 3.13.02, 3.23.04, 3.46.06, 6.66.09 and 12.04 hereof, 6.8, 6.9 and 12.4 hereof which shall survive until such Debentures Debt Securities shall mature or are redeemed, as the case may be, and be paidare paid in full. Thereafter, Sections 6.6 6.06, 6.09 and 12.4 12.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesDebt Securities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.06, 2.82.07, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.7) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.7) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal (and premium, if any, ) and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, of or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.4, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of this Section 11.1 and Sections 2.52.3, 2.6, 2.82.7, 3.1, 3.2, 3.4, 6.6, 6.86.10 and 11.4 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, this Section 11.1 and Sections 6.6 6.6, 6.10 and 12.4 11.4 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company ; the Company, however, hereby 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 DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Debt Securities shall mature and be paid. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesDebt Securities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company Corporation shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company Corporation shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 12.411.04, 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 case of either clause (a) or clause (b) the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company Corporation accompanied by an any 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, Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Corporation, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or cancelled or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, available funds sufficient to pay at maturity or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and of, premium, if any, and interest (including Compound Interest and Additional Tax Sums, if any) due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if if, in the case of either clause (a) or clause (b) case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect effect, except for that the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) and not theretofore canceled, or or (b) all the Debentures of such series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds, which shall be immediately due and payable, funds or U.S. Government Obligations sufficient to pay at maturity on the Stated Maturity Date or upon redemption prepayment all of the Debentures of such series (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premiuminterest (including Compounded Interest and Additional Sums, if any, and interest ) due or to become due to such date of maturity the Stated Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, of or interest (including Compounded Interest and premiumAdditional Sums, if any, or interest ) on the Debentures of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if if, in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.52.02, 2.62.06, 2.82.07, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company Indenture with respect to Debentures of such series; the Company, however, hereby 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 DebenturesDebentures of such series.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company Corporation shall deliver to the Trustee for cancellation all Debentures Notes of a series theretofore authenticated (other than any Debentures Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.09) and not theretofore canceled, or or (b) all the Debentures Notes of a series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemptionone year, and the Company Corporation shall deposit or cause to be deposited with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption on the Maturity Date all of the Debentures Notes of such series (other than any Debentures Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.09) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may beMaturity Date, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, of or interest on the Debentures Notes of such series (1i) theretofore repaid to the Company Corporation in accordance with the provisions of Section 12.412.04, or (2ii) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if if, in either case the case of either clause (a) or clause (b) the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to such series except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 12.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Notes shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 12.04 shall survive, and the Trustee, on demand of the Company Corporation accompanied by an any 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, Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company ; the Corporation, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesNotes.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal (and premium, if any, ) and interest due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and (or premium, if any, ) or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel, each stating Counsel to the effect that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, satisfied and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 which shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.

Discharge of Indenture. When When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Junior Subordinated Debentures theretofore authenticated (other than any Junior Subordinated Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Junior Subordinated Debentures not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of redemptionprepayment, and the Company Corporation shall deposit with the Debenture Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Stated Maturity Date or upon redemption prepayment all of the Junior Subordinated Debentures (other than any Junior Subordinated Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation, including principal (and premium, if any, ) and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to such date of maturity the Stated Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of (or premium, if any, ) or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Junior Subordinated Debentures (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 12.411.04, 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 case of either clause (a) or clause (b) the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Junior Subordinated Debentures shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by an any 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, Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company ; the Corporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Junior Subordinated Debentures.

Discharge of Indenture. When When (a) the Company Corporation shall deliver to the Debt Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.8) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Debt Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Debt Trustee for the giving of notice of redemption, and the Company Corporation shall deposit with the Debt Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.8) not theretofore canceled or delivered to the Debt Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 12.411.4, 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 case of either clause (a) or clause (b) the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect effect, except for that the provisions of Sections 2.5, 2.62.7, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 6.10 and 12.4 11.4 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 and 12.4 11.4 shall survive, and the Debt Trustee, on demand of the Company Corporation accompanied by an any 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, Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Corporation, however, hereby agreeing to reimburse the Debt Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debt Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. WhenWhen ------------------------ (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6SECTION 2.07) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6SECTION 2.07) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Compounded Interest and Additional Sums, if any) due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4SECTION 11.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5SECTIONS 2.02, 2.62.06, 2.82.07, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of redemptionprepayment, and the Company Corporation shall deposit with the Debenture Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal and premiuminterest (including Compounded Interest and Additional Sums, if any, and interest ) due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, of or interest (including Compounded Interest and premiumAdditional Sums, if any, or interest ) on the Debentures Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if if, in either case the case of either clause (a) or clause (b) the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by an any 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, Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company ; the Corporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. WhenThe Company may discharge its obligations under the Securities of any Series and this Indenture with respect to such Series, except the obligations referred to in the last paragraph of this Section 9.1, if: (a1) either (A) there shall have been canceled by the Company shall deliver Trustee, or delivered to the Trustee for cancellation cancellation, all Debentures Securities of such Series theretofore authenticated and delivered (other than any Debentures which shall Securities of such Series that are asserted to have been destroyed, lost or stolen and which that shall have been replaced or paid as provided in Section 2.62.8), or (B) and all such Securities not theretofore canceled, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, payable or are by their terms to (ii) will become due and payable within 1 one year or are to be called for redemption within 1 one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption, and redemption by the Trustee; (2) the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, funds, which shall be immediately due and payable, an amount sufficient to pay at maturity or upon redemption all of and discharge the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) entire indebtedness on the Securities not theretofore canceled or delivered to the Trustee for cancellation, including principal and for principal, premium, if any, and interest due to the Maturity or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures redemption; (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b3) the Company shall also pay or cause to be has paid all other sums payable by it hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and or deposited all other required sums with the Trustee; and (4) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument or agreement to which the Company is a party or to which it is bound. After such delivery the Trustee upon request shall acknowledge in a writing prepared by or on demand behalf of the Company accompanied by an Officers' Certificate the discharge of the Company’s obligations under the Securities of such Series and an Opinion of Counselthis Indenture, each stating that all conditions precedent herein provided except for relating to those surviving obligations specified below. Notwithstanding the satisfaction and discharge of this Indenture have been complied withIndenture, and at the cost and expense obligations of the CompanyCompany in Sections 7.7, 9.5 and 9.6 shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debenturessurvive.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Debt Securities shall mature and be paid. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesDebt Securities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures of any series theretofore authenticated (other than any Debentures of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures of any series outstanding hereunder not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit with the Trustee, in trust, fundsan amount in cash or U.S. Government Obligations, which shall be immediately due maturing as to principal and payableinterest at such times and in such amounts as will insure the availability of cash, or a combination thereof sufficient to pay at maturity on the Stated Maturity or upon redemption prepayment all of the Debentures of such series (other than any such Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and principal, premium, if any, and interest due or to become due to such date of maturity the Stated Maturity or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.05, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.which

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.8) and not theretofore canceledcancelled, oror (b) (b1) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.8) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1x) theretofore repaid to the Company in accordance with the provisions of Section 12.411.4, or (2y) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, (2) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such trust funds will not be subject to any rights of holders of Senior Indebtedness, including without limitation, those arising under Article Fourteen hereof, and (3) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for that the provisions of Sections 2.52.2, 2.62.7, 2.8, 3.1, 3.2, 3.4, 6.6, 6.86.10, 6.9 11.4 and 12.4 Article Fifteen hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.Securities shall

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1i) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2ii) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel, each stating Counsel to the effect that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture pursuant to this Section 11.01 have been complied withsatisfied, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Compounded Interest and Additional Sums, if any) due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.06, 2.82.07, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys monies for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Stated Maturity or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal (and premium, if any, ) and interest due or to become due to such date of maturity the Stated Maturity or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and (or premium, if any, ) or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withsatisfied, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been prepaid, paid or replaced or paid (as provided in Section 2.62.08)) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been prepaid, paid or replaced or paid (as provided in Section 2.62.08)) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied accompa- xxxx by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Stated Maturity or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal (and premium, if any, ) and interest due or to become due to such date of maturity the Stated Maturity or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and (or premium, if any, ) or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withsatisfied, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company shall deliver Subject to the Trustee for cancellation all Debentures theretofore authenticated limitations set forth in the preamble to Article VII of this Fourth Supplemental Indenture, clause (other than any Debentures which c)(i) of Section 8.01 of the Base Indenture is hereby amended and restated in its entirety as set forth below: (i) no Default or Event of Default under clauses (f) and (g) of Section 6.01 hereof, with respect to the Partnership, shall have been destroyed, lost or stolen and which occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, orbe deemed satisfied until the expiration of such period);” (b) all the Debentures not theretofore canceled or delivered Subject to the Trustee for cancellation shall have become due limitations set forth in the preamble to Article VII of this Fourth Supplemental Indenture, the antepenultimate paragraph of Section 8.01(b) of the Base Indenture is hereby amended and payablerestated in its entirety as set forth below: “Upon the Partnership’s exercise of the option applicable to this Section 8.01(b), or are by their terms to become due the Partnership and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory each of the Subsidiary Guarantors will, subject to the Trustee for satisfaction of the giving conditions set forth in this Section 8.01(b), be released from each of notice their obligations under the covenants contained in Section 4.03 and Section 4.05 hereof as well as the covenants contained in Article V of redemptionthe Fourth Supplemental Indenture, and the Company shall deposit Securities will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Securities will not be deemed outstanding for accounting purposes). For this purpose, covenant defeasance means that, with respect to the Trusteeoutstanding Securities and Guarantees, the Partnership and the Subsidiary Guarantors may fail to comply with and will have no liability in trustrespect of any term, fundscondition or limitation set forth in any such covenant, which shall whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such failure to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Securities and Guarantees will be immediately due and payableunaffected thereby. In addition, sufficient to pay at maturity or upon redemption all the Company’s exercise of the Debentures (other than any Debentures which shall have been destroyedoption applicable to this Section 8.01(b), lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating subject to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Companyconditions set forth in this Section 8.01(b), shall execute proper instruments acknowledging satisfaction any Event of Default pursuant to Sections 6.01(c), 6.01(d), 6.01(e), 6.01(h), or 6.01(i) will no longer constitute an Event of Default and discharging this Indenture. The Company agrees any Event of Default pursuant to reimburse Sections 6.01(g) and 6.01(f), with respect to Subsidiaries of the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesPartnership, will no longer constitute an Event of Default.”

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.06) and not theretofore canceled, or or (b) all the Debentures Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.412.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.06, 2.83.01, 3.13.02, 3.23.04, 3.46.06, 6.66.09 and 12.04 hereof, 6.8, 6.9 and 12.4 hereof which shall survive until such Debentures Debt Securities shall mature or are redeemed, as the case may be, and be paidare paid in full. Thereafter, Sections 6.6 6.06, 6.09 and 12.4 12.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesDebt Securities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Compounded Interest and Additional Sums, if any), due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6Sec- tion 2.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securi- ties not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory satis- factory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Additional Sums and Compounded Interest, if any) and Liquidated Damages, if any, due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest (includ- ing Additional Sums and Compounded Interest, if any) and Liqui- dated Damages, if any, on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4Sec- tion 11.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse xxxx- xxxxx the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.8) and not theretofore canceledcancelled, or or (b) all the Debentures not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption on the Maturity Date all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.8) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, or Redemption Price and interest due or to become due to such date of maturity or redemption date, as the case may beMaturity Date, but excluding, however, the amount of any moneys for the payment of principal ofprincipal, and premium, if any, Redemption Price of or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.4, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the CompanyCompany through the Maturity Date, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.2, 2.62.7, 2.8, 3.1, 3.2, 3.4, 6.6, 6.86.10, 6.9 11.2, 11.3 and 12.4 hereof 11.4 hereof, which shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 3.10(c), 6.6, 6.10 and 12.4 11.4 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption all of the Debentures Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Debt Securities shall mature and be paid. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesDebt Securities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been prepaid, paid or replaced or paid (as provided in Section 2.62.08)) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been prepaid, paid or replaced or paid (as provided in Section 2.62.08)) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been 77 replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal (and premium, if any, ) and interest due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and (or premium, if any, ) or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel, each stating Counsel to the effect that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, satisfied and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.7) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.7) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.4, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.2, 2.6, 2.82.7, 3.1, 3.2, 3.4, 6.6, 6.86.10 and 11.4 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.6, 6.10 and 12.4 11.4 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The ; provided that the Company hereby 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 DebenturesSecurities.

Discharge of Indenture. When (a) the Company shall deliver Subject to the Trustee for cancellation all Debentures theretofore authenticated limitations set forth in the preamble to Article VII of this Seventh Supplemental Indenture, clause (other than any Debentures which c)(i) of Section 8.01 of the Base Indenture is hereby amended and restated in its entirety as set forth below: (i) no Default or Event of Default under clauses (f) and (g) of Section 6.01 hereof, with respect to the Partnership, shall have been destroyed, lost or stolen and which occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, orbe deemed satisfied until the expiration of such period);” (b) all the Debentures not theretofore canceled or delivered Subject to the Trustee for cancellation shall have become due limitations set forth in the preamble to Article VII of this Seventh Supplemental Indenture, the antepenultimate paragraph of Section 8.01(b) of the Base Indenture is hereby amended and payablerestated in its entirety as set forth below: “Upon the Partnership’s exercise of the option applicable to this Section 8.01(b), or are by their terms to become due the Partnership and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory each of the Subsidiary Guarantors will, subject to the Trustee for satisfaction of the giving conditions set forth in this Section 8.01(b), be released from each of notice their obligations under the covenants contained in Section 4.03 and Section 4.05 hereof as well as the covenants contained in Article V of redemptionthe Seventh Supplemental Indenture, and the Company shall deposit Securities will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Securities will not be deemed outstanding for accounting purposes). For this purpose, covenant defeasance means that, with respect to the Trusteeoutstanding Securities and Guarantees, the Partnership and the Subsidiary Guarantors may fail to comply with and will have no liability in trustrespect of any term, fundscondition or limitation set forth in any such covenant, which shall whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such failure to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Securities and Guarantees will be immediately due and payableunaffected thereby. In addition, sufficient to pay at maturity or upon redemption all the Company’s exercise of the Debentures (other than any Debentures which shall have been destroyedoption applicable to this Section 8.01(b), lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating subject to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Companyconditions set forth in this Section 8.01(b), shall execute proper instruments acknowledging satisfaction any Event of Default pursuant to Sections 6.01(c), 6.01(d), 6.01(e), 6.01(h), or 6.01(i) will no longer constitute an Event of Default and discharging this Indenture. The Company agrees any Event of Default pursuant to reimburse Sections 6.01(g) and 6.01(f), with respect to Subsidiaries of the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesPartnership, will no longer constitute an Event of Default.”

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Compounded Interest and Additional Sums, if any) due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.06, 2.82.07, 3.16.10, 3.211.04 [and Article XIII] hereof, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paidpaid [or are converted]. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or cancelled or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for Trustee·for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, available funds sufficient to pay at maturity or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and of, premium, if any, and interest (including Compound Interest and Additional Tax Sums, if any) due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if if, in the case of either clause (a) or clause (b) case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect effect, except for that the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. WhenThis Indenture will be discharged with respect to the Notes of a series and will cease to be of further effect as to all such Notes (except as to any surviving rights of transfer or exchange of such Notes expressly provided for herein), and the Trustee, on demand of and at the expense of the Obligor, shall execute proper instruments acknowledging the discharge of this Indenture with respect to the Notes of such series, when (1) either (i) all Notes of such series theretofore authenticated and delivered (except (i) mutilated, lost, stolen or destroyed Notes which have been replaced or paid, as provided in Section 2.05 and (ii) Notes of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Obligor and thereafter repaid to the Obligor or discharged from such trust, as provided in Section 3.05) have been delivered by the Obligor to the Trustee cancelled or for cancellation; or (ii) all such Notes of such series not theretofore delivered to the Trustee cancelled or for cancellation: (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen become due and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceledpayable, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payablewill, or are by in accordance with their terms to Maturity Date, become due and payable within 1 year or one year, or (c) are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to by the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withname, and at the cost and expense expense, of the CompanyObligor, shall execute proper instruments acknowledging satisfaction and, in any of and discharging this Indenture. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee cases described in connection with this Indenture or the Debentures.(a) or

Discharge of Indenture. When (a) the Company and the Guarantor shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company or the Guarantor shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity the Stated Maturity or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity Stated Maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company or the Guarantor in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the CompanyCompany or the Guarantor, then this Indenture shall cease to be of further effect effect, except for that the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company and the Guarantor accompanied by an any 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, Counsel and at the cost and expense of the CompanyCompany and the Guarantor, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The , the Company agrees and the Guarantor, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been 50 58 destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Debt Securities shall mature and be paid. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesDebt Securities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on 41 demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of redemptionprepayment, and the Company Corporation shall deposit with the Debenture Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal and premiuminterest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal ofof or interest (including Compounded Interest and Additional Sums, and premiumif any) or Liquidated Damages, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if if, in either case the case of either clause (a) or clause (b) the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by an any 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, Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company ; the Corporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.8) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.8) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.4, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.2, 2.62.7, 2.8, 3.1, 3.2, 3.4, 6.6, 6.86.10 and 11.4 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.6, 6.10 and 12.4 11.4 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The ; provided that the Company hereby 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 DebenturesSecurities.

Discharge of Indenture. WhenAny or all of the Bonds may be paid by the Authority in any of the following ways; provided that the Authority also pays or causes to be paid any other sums payable hereunder by the Authority: (a) by paying or causing to be paid the Company shall deliver to principal or Redemption Price of and interest on such Bonds Outstanding, as and when the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen same become due and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, orpayable; (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit depositing with the Trustee, in trust, fundsat or before maturity, which shall be immediately due and payable, sufficient to pay at maturity money or upon redemption all Permitted Investments described in paragraph (a) of the Debentures definition thereof (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid “Defeasance Obligations”) in the necessary amount (as provided in Section 2.611.03) not theretofore canceled to pay or delivered redeem such Bonds Outstanding; or (c) by delivering to the Trustee Trustee, for cancellationcancellation by it, including principal such Bonds Outstanding. If the Authority shall pay all Bonds Outstanding and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the CompanyAuthority, then and in that case, at the election of the Authority (evidenced by a Certificate of the Authority, filed with the Trustee, signifying the intention of the Authority to discharge all such indebtedness and this Indenture), and notwithstanding that any Bonds shall not have been surrendered for payment, this Indenture and the pledge of Net Revenues and other assets made under this Indenture and all covenants, agreements and other obligations of the Authority under this Indenture shall cease to be of further effect except for the provisions of Sections 2.5cease, 2.6terminate, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature become void and be paid. Thereaftercompletely discharged and satisfied, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein except only as provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.Section

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Notes theretofore authenticated (other than any Debentures which Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been replaced or paid as provided in Section 2.6authenticated and delivered) and not theretofore canceled, or or (b) all the Debentures Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in 40 46 trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption their Stated Maturity all of the Debentures Notes (other than any Debentures which Notes that shall have been mutilated, destroyed, lost or stolen and which shall that have been replaced or paid as provided in Section 2.62.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and principal, premium, if any, and interest due or to become due prior to such date of maturity or redemption date, as the case may beStated Maturity, but excluding, however, the amount of any moneys money for the payment of principal of, and premium, if any, or interest on the Debentures Notes (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 12.410.04, or or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company also shall also pay or cause to be paid all other sums payable hereunder under this Indenture by the Company, Company then this Indenture shall cease to be of further effect except for with respect to the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall surviveNotes, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, Counsel as required by Section 12.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes. The obligations of the Company to the Trustee under Section 5.06 shall survive the termination of this Indenture. The Company agrees Trustee shall notify the Noteholders, at the expense of the Company, of the immediate availability of the amount referred to reimburse in clause (b) of this Section 10.01 by mailing a notice, first class postage prepaid, to the Trustee for any costs or expenses thereafter reasonably and properly incurred by holders of Notes at their addresses as they appear on the Trustee in connection with this Indenture or the DebenturesNote Register.

Discharge of Indenture. When (a) When the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.06) and not theretofore canceled, or (b) or all the Debentures Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Debt Securities (1a) theretofore repaid to the Company in accordance with the provisions of Section 12.4, 12.04; or (2b) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.06, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.08, 6.9 6.09 and 12.4 12.04 hereof shall survive until such Debentures Debt Securities shall mature or are redeemed, as the case may be, and be paidare paid in full. Thereafter, Sections 6.6 6.06 and 12.4 12.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 DebenturesDebt Securities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.06) and not theretofore canceled, or or (b) all the Debentures Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.412.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.06, 2.83.01, 3.13.02, 3.23.04, 3.46.06, 6.66.09 and 12.04 hereof, 6.8, 6.9 and 12.4 hereof which shall survive until such Debentures Debt Securities shall mature or are redeemed, as the case may be, and be are paid. Thereafter, Sections 6.6 6.06, 6.09 and 12.4 12.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesDebt Securities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.8) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.8) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.4, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.2, 2.62.7, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 6.10 and 12.4 11.4 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.10 and 12.4 11.4 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid (as provided in Section 2.62.08)) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid (as provided in Section 2.62.08)) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption all of the Debentures Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Debt Securities shall mature and be paid. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesDebt Securities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Additional Sums and Compounded Interest, if any) and Liquidated Damages, if any, due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys monies for the payment of principal of, and of or premium, if any, or interest (including Additional Sums and Compounded Interest, if any) and Liquidated Damages, if any, on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Trustee for cancellation all Debentures Notes of a series theretofore authenticated (other than any Debentures Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.09) and not theretofore canceled, or or (b) all the Debentures Notes of a series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemptionone year, and the Company Corporation shall deposit or cause to be deposited with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption on the Maturity Date all of the Debentures Notes of such series (other than any Debentures Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.09) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may beMaturity Date, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, of or interest on the Debentures Notes of such series (1i) theretofore repaid to the Company Corporation in accordance with the provisions of Section 12.412.04, or (2ii) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if if, in either case the case of either clause (a) or clause (b) the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect with respect to such series except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 12.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Notes shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 12.04 shall survive, and the Trustee, on demand of the Company Corporation accompanied by an any 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, Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company ; the Corporation, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesNotes.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Stated Maturity or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal (and premium, if any, ) and interest due or to become due to such date of maturity the Stated Maturity or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and (or premium, if any, ) or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.the

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Debt Securities shall mature and be paid. Thereafter, Sections 6.6 6,06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesDebt Securities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities. 58 SECTION 11.

Discharge of Indenture. WhenWhen ------------------------- (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Debt Securities not theretofore canceled or delivered 50 58 to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Debt Securities shall mature and be paid. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesDebt Securities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of redemptionprepayment, and the Company Corporation shall deposit with the Debenture Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal (and premium, if any, ) and interest (including Compounded Interest and Additional Sums, if any) due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of (or premium, if any, ) or interest (including Compounded Interest and Additional Sums, if any) on the Debentures Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if if, in either case the case of either clause (a) or clause (b) the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.06, 2.82.07, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by an any 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, Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company ; the Corporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of redemptionprepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds, which shall be immediately due and payable, funds or U.S. Government Obligations sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including -49- 57 principal and premiuminterest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal ofof or interest (including Compounded Interest and Additional Sums, and premiumif any) or Liquidated Damages, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if if, in either case the case of either clause (a) or clause (b) the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by an any 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, Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company ; the Corporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payablepay- able, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse rxxx- xxxxx the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Notes theretofore authenticated (other than any Debentures Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Notes not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemptionone year, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption on the Stated Maturity all of the Debentures Notes (other than any Debentures Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, interest and interest any Additional Interest due or to become due to such date of maturity the Stated Maturity or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest and any Additional Interest on the Debentures Notes (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04, 6.9 and 12.4 hereof which shall survive until such Debentures Notes shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withsatisfied, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesNotes.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption redemp tion date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.8, 6.9 6.10 and 12.4 11.04 hereof shall survive until such Debentures Securities shall mature and be paid. ThereafterThereaf ter, Sections 6.6 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction satisfac tion of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses expens es thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by areby their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of redemptionprepayment, and the Company Corporation shall deposit or cause to be deposited with the Debenture Trustee, in trust, funds, which shall be immediately due and payable, funds or U.S. Government Obligations sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal and premiuminterest (including Compounded Interest and Additional Sums, if any, and interest ) due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, of or interest (including Compounded Interest and premiumAdditional Sums, if any, or interest ) on the Debentures Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if if, in either case the case of either clause (a) or clause (b) the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.06, 2.82.07, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by an any 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, Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company ; the Corporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) ), the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 6.6, 6.9 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption all of on the Debentures Maturity Date (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may beMaturity Date, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures.or

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Debt Securities theretofore authenticated (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.06) and not theretofore canceled, or or (b) all the Debentures Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company or the Guarantor shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption redemption, as the case may be, all of the Debentures Debt Securities (other than any Debentures Debt Securities which shall have been destroyed, lost or stolen and which shall which.shall have been replaced or paid as provided in Section 2.62.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date, any Optional Redemption Date or redemption datethe Special Redemption Date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, of and premium, if any, or interest on the Debentures Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.412.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) above the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the CompanyCompany or the Guarantor, as the case may be, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.05, 2.62 06, 2.83.01, 3.13.02, 3.23.04, 3.46.06, 6.66.09, 6.812.04 and, 6.9 and 12.4 hereof solely with respect to claims of, or payments to, the Trustee, 16.01 hereof, which shall survive until such Debentures Debt Securities shall mature or are redeemed, as the case may be, and be paidare paid in full. Thereafter, Sections 6.6 and 12.4 6.06, 6.09, 12.04 and, solely with respect to claims of or payments to, the Trustee, 16.01 shall survive, and the Trustee, on demand of the Company or the Guarantor 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 CompanyCompany and the Guarantor, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The , provided, however, that the Company agrees and the Guarantor (without duplication) hereby agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesDebt Securities.

Discharge of Indenture. WhenSECTION 7.01. Termination of Company's and Guarantor's Obligations. (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (except for that the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 Company's and 12.4 hereof shall survive until such Debentures shall mature the Guarantor's obligations under Section 6.07 and be paid. Thereafter, Sections 6.6 the Trustee's and 12.4 Paying Agent's obligations under Section 7.03 shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture, when: (1) either (A) all outstanding Securities theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation; or (B) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year, or (iii) will be scheduled for redemption by their terms within one year, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for such purpose an amount of cash or, in the case of clause (ii) or (iii), U.S. Government Obligations or a combination thereof which, together with earnings thereon, will be sufficient, in the case of clause (ii) or (iii), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Securities for principal, premium, if any, Liquidated Damages, if any, Additional Amounts, if any, and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity, as the case may be; (2) the Company accompanied has paid all other sums payable by it hereunder; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to satisfaction and discharge of this Indenture have been complied with, together with an Opinion of Counsel to the same effect. (b) The Company and the Guarantor may, subject as provided herein, terminate all of their obligations under this Indenture if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments dedicated solely to the benefit of the Holders (i) cash in an amount, or (ii) U.S. Government Obligations or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay, without consideration of the reinvestment of any such amounts and after payment of all taxes or other charges or assessments in respect thereof payable by the Trustee, the principal of and premium, if any, Liquidated Damages, if any, Additional Amounts, if any and interest on all Securities on each date that such principal, premium, if any, Liquidated Damages, if any, Additional Amounts, if any, or interest is due and payable and to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such U.S. Government Obligations to the payment of said principal, premium, if any, Liquidated Damages, if any, Additional Amounts, if any, and interest with respect to the Securities as the same shall become due; (2) the Company has delivered to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as clauses (4) and (5) of Section 5.01 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (4) the Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized counsel acceptable to the Trustee to the effect that, based on a ruling of the Internal Revenue Service or a change in U.S. Federal income tax law occurring after the date of this Indenture, the Holders of Securities will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the Company's exercise of its option under this Section 7.01(b) and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the cost same times as would have been the case if such option had not been exercised; (5) such deposit and expense discharge will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company or the Guarantor is a party or by which it is bound; (6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b); and (7) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the passage of 91 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. In such event, payment of the Securities may not be accelerated because of an Event of Default, Article IX and the other provisions of this Indenture shall cease to be of further effect (except as provided in the next succeeding paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction of and discharging discharge under this Indenture. However, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 3.01, 3.02, 3.08, 6.08 and 7.01 the Company's and the Guarantor's obligations in Sections 4.01, 6.07, 7.04 and 9.01 and the Trustee's and Paying Agent's obligations in Section 7.03 shall survive until the Securities are no longer outstanding. Thereafter, only the Company's and the Guarantor's obligations in Section 6.07 and the Trustee's and Paying Agent's obligations in Section 7.03 shall survive. After such irrevocable deposit made pursuant to this Section 7.01(b) and satisfaction of the other conditions set forth herein, the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. (c) The Company agrees and the Guarantor may, subject as provided herein, be released from their respective obligations to reimburse comply with, and shall have no liability in respect of any term, condition or limitation, set forth in Sections 3.07, 3.09 and 4.01 and in Article IX, and such omission to comply with Sections 3.07, 3.09 and 4.01 and Article IX shall not constitute an Event of Default under Section 5.01 ("Covenant Defeasance"), with the remainder of this Indenture and such Securities unaffected thereby if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments dedicated solely to the benefit of the Holders (i) cash in an amount, or (ii) U.S. Government Obligations or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay, without consideration of the reinvestment of any costs such amounts and after payment of all taxes or expenses thereafter reasonably and properly incurred other charges or assessments in respect thereof payable by the Trustee, the principal of and premium, if any, Liquidated Damages, if any, Additional Amounts, if any and interest on all Securities on each date that such principal, premium, if any, Liquidated Damages, if any, Additional Amounts, if any, or interest is due and payable and to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such U.S. Government Obligations to the payment of said principal, premium, if any, Liquidated Damages, if any, Additional Amounts, if any, and interest with respect to the Securities as the same shall become due; (2) the Company has delivered to the Trustee an Officers' Certificate stating that all conditions precedent to the Covenant Defeasance contemplated by this provision have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as clauses (4) and (5) of Section 5.01 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (4) the Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized counsel acceptable to the Trustee to the effect that the Holders of Securities will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the Company's exercise of its option under this Section 7.01(c) and will be subject to U.S. Federal income tax on the same amounts, in connection with this Indenture the same manner and at the same times as would have been the case if such option had not been exercised; (5) such Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company or the DebenturesGuarantor is a party or by which it is bound; (6) such Covenant Defeasance shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b); and (7) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the passage of 91 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. (d) In order to have money available on a payment date to pay principal of or premium, if any, Liquidated Damages, if any, Additional Amounts, if any, or interest on the Securities, the U.S. Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option. (e) The Company may exercise its option under Section 7.01(b) notwithstanding its prior exercise of its Covenant Defeasance option under Section 7.01(c).

Discharge of Indenture. WhenWhen ------------------------ (a) the Company shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or or (b) all the Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid to the Company in accordance with the provisions of Section 12.4, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. 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 Debentures.

Discharge of Indenture. WhenSECTION 8.01 Termination of the Partnership's, the Guarantor's and the Subsidiary Guarantors' Obligations. (a) the Company This Indenture shall deliver cease to be of further effect with respect to the Securities of a series (except that the Partnership's obligations under Section 7.07, the Trustee's and Paying Agent's obligations under Section 8.03 and the rights, powers, protections and privileges accorded the Trustee for cancellation under Article VII shall survive), and the Trustee, the Guarantor and the Subsidiary Guarantors, on demand of the Partnership, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all Debentures outstanding Securities of such series theretofore authenticated and issued (other than any Debentures which shall have been destroyed, lost or stolen and which shall Securities that have been replaced or paid as provided in Section 2.6paid) and not theretofore canceled, or (b) all the Debentures not theretofore canceled or have been delivered to the Trustee for cancellation shall cancellation; or (B) all outstanding Securities of such series not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or are by their terms to or (ii) will become due and payable at their Stated Maturity within 1 year or one year, or (iii) are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the Company shall deposit expense, of the Partnership, and, in the case of clause (i), (ii) or (iii) above, the Partnership, the Guarantor or a Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of such series for principal and interest to the date of such deposit (in trust, funds, the case of Securities which shall be immediately have become due and payable) or for principal, sufficient to pay at maturity or upon redemption all of the Debentures (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due to the Stated Maturity or to become due to such date of maturity or redemption dateRedemption Date, as the case may be, but excluding, however; or (C) the Partnership, the amount Guarantor and the Subsidiary Guarantors have properly fulfilled such other means of any moneys for the payment of principal ofsatisfaction and discharge as is specified, and premiumas contemplated by Section 2.01, if any, or interest on the Debentures (1) theretofore repaid to be applicable to the Company in accordance with the provisions Securities of Section 12.4, or such series; (2) the Partnership, the Guarantor or a Subsidiary Guarantor has paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause caused to be paid all other sums payable by them hereunder with respect to the Securities of such series; and (3) the Partnership has delivered to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the CompanyPartnership may, then at its option, terminate certain of its, the Guarantor's and the Subsidiary Guarantors' respective obligations under this Indenture ("covenant defeasance") with respect to the Securities of a series if: (1) the Partnership, the Guarantor or a Subsidiary Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the currency in which payment of the Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) 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 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 (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Partnership has delivered to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Partnership shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the Partnership's exercise of its option under this Section 8.01(b) and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (5) the Partnership, the Guarantor and the Subsidiary Guarantors have complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In such event, this Indenture shall cease to be of further effect (except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall surviveas set forth in this paragraph), and the TrusteeTrustee and the Guarantor and the Subsidiary Guarantors, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the CompanyPartnership, shall execute proper instruments acknowledging satisfaction of and discharging discharge under this Indenture. The Company agrees However, the Partnership's, the Guarantor's and the Subsidiary Guarantors' respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08, 8.04 and 10.01, the Trustee's and Paying Agent's obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Partnership's obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in Section 8.03 shall survive with respect to reimburse Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Partnership's, the Guarantor's and the Subsidiary Guarantors' obligations under this Indenture with respect to the Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. Government Obligations shall not be callable at the issuer's option. (c) If the Partnership, the Guarantor and the Subsidiary Guarantors have previously complied or are concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Partnership may elect that its, the Guarantor's and the Subsidiary Guarantors' respective obligations to make payments with respect to Securities of such series be discharged ("legal defeasance"), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Partnership has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Partnership, (ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Partnership, the Guarantor and the Subsidiary Guarantors have complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Partnership has delivered to the Trustee a Partnership Request requesting such legal defeasance of the Securities of such series and an Officers' Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. In such event, the Partnership, the Guarantor and the Subsidiary Guarantors will be discharged from their respective obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such series, the Partnership's, the Guarantor's and the Subsidiary Guarantors' respective obligations under Sections 4.01, 4.02 and 10.01 shall terminate with respect to such Securities, and the entire indebtedness of the Partnership evidenced by such Securities and of the Guarantor and of the Subsidiary Guarantors evidenced by the related Guarantees shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, each of the Partnership, the Guarantor and the Subsidiary Guarantors may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Partnership shall make such arrangements as are reasonably satisfactory to the Trustee for any costs or expenses thereafter reasonably and properly incurred the giving of notice of redemption by the Trustee in connection with this Indenture or the Debenturesname, and at the expense, of the Partnership.

Discharge of Indenture. When When (a) the Company shall deliver to the Trustee for cancellation all Debentures Notes theretofore authenticated (other than any Debentures Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Notes not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 year or are to be called for redemption within 1 year under arrangements satisfactory to the Trustee for the giving of notice of redemptionone year, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption on the Stated Maturity all of the Debentures Notes (other than any Debentures Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, interest and interest any Additional Interest due or to become due to such date of maturity the Stated Maturity or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest and any Additional Interest on the Debentures Notes (1) theretofore repaid to the Company in accordance with the provisions 32 37 of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04, 6.9 and 12.4 hereof which shall survive until such Debentures Notes shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withsatisfied, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesNotes.

Discharge of Indenture. When When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of redemptionprepayment, and the Company Corporation shall deposit with the Debenture Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation, including principal (and premium, if any, ) and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of (or premium, if any, ) or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Debentures Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 12.411.04, 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 case of either clause (a) or clause (b) the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by an any 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, Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company ; the Corporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceled, or or (b) all the Debentures Securities not theretofore canceled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption prepayment within 1 one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of redemptionprepayment, and the Company Corporation shall deposit with the Debenture Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption prepayment all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled or delivered to the Debenture Trustee for cancellation, including principal (and premium, if any, ) and interest (including Compounded Interest and Additional Sums, if any) due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of (or premium, if any, ) or interest (including Compounded Interest and Additional Sums, if any) on the Debentures Securities (1) theretofore repaid to the Company Corporation in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if if, in either case the case of either clause (a) or clause (b) the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by an any 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, Counsel and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company ; the Corporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debentures Securities theretofore authenticated (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) and not theretofore canceledcancelled, or or (b) all the Debentures Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debentures Securities (other than any Debentures Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and of or premium, if any, or interest on the Debentures Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.411.04, or (2) paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the either case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.52.02, 2.62.07, 2.82.08, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04 hereof, 6.9 and 12.4 hereof which shall survive until such Debentures Securities shall mature and be paid. Thereafter, Sections 6.6 6.06, 6.10 and 12.4 11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the DebenturesSecurities.

Discharge of Indenture. WhenWhen either: (a) the The Company shall deliver to the Trustee for cancellation all Debentures of any series theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) and not theretofore canceled, or (b) all All the Debentures of such series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds, which shall be immediately due and payable, funds or U.S. Government Obligations (or any combination) sufficient to pay at maturity on the Stated Maturity Date or upon redemption all of the Debentures of such series (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.62.07) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premiuminterest (including Compounded Interest and Additional Sums, if any, and interest ) due or to become due to such date of maturity the Stated Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, of or interest (including Compounded Interest and premiumAdditional Sums, if any, or interest ) on the Debentures of such series (1) theretofore Theretofore repaid to the Company in accordance with the provisions of Section 12.4, or 11.04; or (2) paid Paid to any state State or to the District of Columbia pursuant to its unclaimed property or similar laws; and if, and if in the case of either clause (a) or clause (b) case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to Debentures of such series, except for the provisions of Sections 2.5[2.02, 2.62.06, 2.82.07, 3.13.01, 3.23.02, 3.43.04, 6.66.06, 6.86.10 and 11.04] hereof, 6.9 and 12.4 hereof which shall survive until such Debentures of such series shall mature and be paid. Thereafter, Sections 6.6 [6.06 and 12.4 11.04] shall survive, and the Trustee, on demand of the Company accompanied by an any 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, Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company Indenture with respect to Debentures of such series; the Company, however, hereby 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 DebenturesDebentures of such series.

Discharge of Indenture. When: (a) either: (i) the Company shall deliver have delivered to the Trustee for cancellation all Debentures Notes theretofore authenticated (other than any Debentures which shall Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been replaced or paid as provided in Section 2.6authenticated and delivered) and not theretofore canceled, or (bii) all the Debentures Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 1 one year or are to be called for redemption within 1 one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, funds sufficient to pay at maturity or upon redemption or repurchase of all of the Debentures Notes (other than any Debentures which Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been replaced or paid as provided in Section 2.6authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and principal, premium, if any, and interest due or to become due to such date of maturity or redemption datedate or Repurchase Date, as the case may be, but excludingaccompanied by a verification report, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debentures (1) theretofore repaid as to the Company in accordance with sufficiency of the provisions of Section 12.4deposited amount, from an independent certified accountant or (2) paid to any state or other financial professional satisfactory to the District of Columbia pursuant to its unclaimed property or similar lawsTrustee, and if in the case of either clause (a) or clause and (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for as the provisions of Sections 2.5case may be, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of and (c) the Company accompanied by shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, then this Indenture shall cease to be of further effect (except that in the case of clause (a)(ii) above, Articles II, III, XII and XIV and Sections 4.01, 4.02, 7.01 and 7.03 through 7.12 shall survive until no Note remains outstanding). The rights, obligations and immunities of the Trustee hereunder shall survive any discharge pursuant to this Section 12.01, and Section 7.07 shall survive the termination of this Indenture. The Trustee, on written demand of the Company accompanied by the aforementioned Officers’ Certificate and an Opinion of Counsel shall, at the cost and expense of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of and discharging this Indenture. The Company ; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee (including the reasonable fees and expenses of its counsel) and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the DebenturesNotes.