Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) 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 the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) 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 the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7607, the obligations of the Trustee to any Authenticating Agent under Section 6.14 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 402 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request Request, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one yearyear of the date of deposit, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause Clause (B) (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount in the currency or currencies in which the Securities of such series are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and (including any Additional Amounts Interest) to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Unless pursuant to Section 3.01 provision is made that this Section shall not be applicable to the Securities of any series, this Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein series expressly provided forfor herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securitiesseries, when: (1) either (A) all such Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) 10.03 have been delivered to the Trustee canceled or for cancellation; or (B) all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee canceled or for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) ), or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (43) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to the Securities of such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7, 6.07 shall survive and the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of Company and the Trustee under Section 4.2 Sections 3.05, 3.06, 4.02, 10.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request Request, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1a) either (A1) all such Securities theretofore authenticated and delivered (other than (i) such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) such Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee cancelled or for cancellation; or (B2) all such Securities not theretofore delivered to the Trustee as cancelled or for cancellation (i) i. have become due and payable, or (ii) . will become due and payable at their Stated Maturity within one year, or (iii) . are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, Company in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust for the purpose purpose, an amount of money in an amount the currency or currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee as cancelled or for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of such Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Company has paid or caused to be paid paid, or otherwise made provision for the payment of, all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesSecurities; and (4c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to Securities of any series, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and the right of the Trustee to resign under Section 6.10 shall survive, and, if money shall have been deposited with the Trustee pursuant to subclause (B2) of clause Clause (1a) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02, 6.06, 7.01 and 10.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Unless pursuant to Section 3.01 provision is made that this Section shall not be applicable to the Securities of any series, this Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein series expressly provided forfor herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securitiesseries, when: (1) either (A) all such Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06, and (ii) Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee canceled or for cancellation; or (B) all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee canceled or for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) ), or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (43) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to the Securities of such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7, 6.07 shall survive and the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of Company and the Trustee under Section 4.2 Sections 3.05, 3.06, 4.02, 10.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Upon Company Request, this Indenture shall upon Company Request cease to be of further effect with respect to the Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for)a particular series, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securities, when: (1) either: (A) all Securities of such Securities series theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all Securities of such Securities series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year year, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, ; and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the such purpose money in an amount sums sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;; and (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesSecurities; and (43) 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 the satisfaction and discharge of this Indenture as with respect to the Securities of such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to the Securities of a particular series, the obligations of the Company to the Trustee under Section 6.76.07, the obligations obligations, if any, of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03, in each case with respect to such Securities, shall survive. Notwithstanding the cessation, termination and discharge of all obligations, covenants and agreements of the Company under this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 6.07 and the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive with respect to such series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to the Securities of or within any series and any Guarantees of such Securities (except as to any surviving rights of conversion, registration of transfer or exchange of any such Securities and replacement Security expressly provided for herein or in the terms of such Securities which may have been lost, stolen or mutilated as herein expressly provided forSecurity), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen wrongfully taken and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesSecurities; and (43) 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 the satisfaction and discharge of this Indenture as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to Securities of any series, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 6.14, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1with respect to such Securities, the obligations of the Company of such series under Section 10.02 and the obligations of the Trustee under Section 4.2 4.02, Section 6.06 and the last paragraph of Section 10.3 10.03 with respect to such Securities shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Unless pursuant to Section 3.01 provision is made that this Section shall not be applicable to the Securities of any series, this Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities (except as to any surviving rights of conversion or registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein series expressly provided forfor herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securitiesseries, when: (1) either (A) all such Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06, and (ii) Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee canceled or for cancellation; or (B) all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee canceled or for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) ), or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (43) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to the Securities of such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7, 6.07 shall survive and the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of Company and the Trustee under Section 4.2 Sections 3.05, 3.06, 4.02, 10.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to the Securities of or within any series and any Guarantees of such Securities (except as to any surviving rights of conversion, registration of transfer or exchange of any such Securities and replacement Security expressly provided for herein or in the terms of such Securities which may have been lost, stolen or mutilated as herein expressly provided forSecurity), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen wrongfully taken and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the CompanyCompany or, if applicable, a Guarantor, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company or Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and the Guarantors with respect to the Outstanding Securities of such seriesSecurities; (3) no event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities (other than such an event or Event of Default with respect to such Securities resulting solely from the incurrence of indebtedness or other borrowing of funds, or the grant of liens securing such indebtedness or other borrowing, all or a portion of which are to be applied to such deposit) shall have occurred and be continuing at the time of such deposit; (4) such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesis a party or by which it is bound; and (45) 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 the satisfaction and discharge of this Indenture as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to Securities of any series, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 6.14, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1with respect to such Securities, the obligations of the Company of such series under Section 10.02 and the obligations of the Trustee under Section 4.2 4.02, Section 6.06 and the last paragraph of Section 10.3 10.03 with respect to such Securities shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to the Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for)series, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all Securities of such Securities series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities of such series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the CompanyCompany or, if applicable, a Subsidiary Guarantor, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company or a Subsidiary Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and the Subsidiary Guarantors with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (43) 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 the satisfaction and discharge of this Indenture as with respect to the Securities of such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Company with respect to the Securities of such series under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, any surviving rights of conversion, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request be discharged and shall cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such the Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when: (1) either: (A) all such the Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid repaid as provided in Section 3.6 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellationcancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or repaid as provided in Section 3.06), (i) have become due and payable, or, (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption will become due and payable within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal of and any premium premium, if any, and interest and any Additional Amounts on the Securities to the date of such deposit (in the case of the Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to or the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesGuarantors; and (43) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture pursuant to this Article IV, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.14.01, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Corporation Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when: (1) eitherEither: (A) all All such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company Corporation and thereafter repaid to the Company Corporation or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all All such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyCorporation, and the CompanyCorporation, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company The Corporation has paid or caused to be paid all other sums payable hereunder by the Company Corporation with respect to the Outstanding Securities of such series; (3) the Company The Corporation has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) the Company The Corporation has 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 as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company Corporation shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyCorporation. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company Corporation to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture, with respect to the Securities of any series (if all series issued under this Indenture shall are not to be affected), shall, upon Company Request Order, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for)for and rights to receive payments of principal of, premium, if any, and interest on, such Securities) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when, (1a) either: (Ai) all Securities of such Securities series theretofore authenticated and delivered (other than (iA) Securities which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 3.07 and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.36.03) have been delivered to the Trustee for cancellation; or (Bii) all Securities of such Securities series not theretofore delivered to the Trustee for cancellation, (iA) have become due and payable, or (iiB) will shall become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (iA), (iiB) or (iiiC) above, the Company has deposited or caused to be deposited with the Trustee or Paying Agent as trust funds in trust for the purpose money in an amount in the Currency in which such Securities are denominated (except as otherwise provided pursuant to Section 3.01) sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium premium, if any, and interest and any Additional Amounts to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; provided, however, in the event a petition for relief under the Bankruptcy Code or any applicable state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the moneys then on deposit with the Trustee to the Company, the obligations of the Company under this Indenture with respect to such Securities shall not be deemed terminated or discharged; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (4c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 11.01 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1a)(i) of this Section 4.112.02, the obligations of the Trustee under Section 4.2 12.07 and the last paragraph of Section 10.3 6.03(e) shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Unless otherwise specified with respect to a series of Securities in accordance with Section 3.01, this Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of conversion, registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) 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 the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 shall survive such satisfaction and the last paragraph of Section 10.3 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Except as set forth below, this Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein series expressly provided forfor herein or pursuant hereto, any surviving rights of tender for repayment at the option of the Holders and any right to receive Additional Amounts, as provided in Section 10.04), and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securities, series when: (1) either: (A) all Securities of such Securities series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all Securities of such Securities not theretofore delivered to the Trustee for cancellationseries (i) have become due and payable, or; (ii) will become due and payable at their Stated Maturity within one year, ; or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, solely for the purpose money in benefit of the Holders, an amount in the Currency in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has irrevocably paid or caused to be irrevocably paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) 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 the satisfaction and discharge of this Indenture as to such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section 6.76.06, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 6.12 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.14.01, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive any termination of this Indenture.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities (except as to any surviving rights of registration of conversion or transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein series expressly provided forfor herein or in the form of Security for such series and obligations described as surviving below), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securitiesseries, when (1a) either (Ai) all such Securities of that series theretofore authenticated and delivered (other than (iA) Securities of such series which have been destroyed, lost lost, or stolen and which have been replaced or paid as provided in Section 3.6 3.06, and (iiB) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.34.07) have been delivered to the Trustee canceled or for cancellation; or (Bii) all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation (iA) have become due and payable, or (iiB) will will, in accordance with their Scheduled Maturity Date, become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Companyand, in any of the case of clause cases described in subparagraphs (iA), (ii) B), or (iiiC) above, the Company has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust for the purpose money in purpose, (x) an amount sufficient in money sufficient, (y) U.S. Government Obligations or Equivalent Government Securities which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money sufficient, or (z) a combination of (x) and (y) sufficient, in the opinion with respect to (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 such Securities not theretofore delivered with respect to the Trustee for cancellationprincipal, for principal premium, if any, and any premium and interest and any Additional Amounts interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) ), or to the Stated Scheduled Maturity Date or Redemption Date, as the case may be;; provided, however , that if such U.S. Government Obligations or Equivalent Government Securities are callable or redeemable at the option of the issuer thereof, the amount of such money, U.S. Government Obligations, and Equivalent Government Securities deposited with the Trustee must be sufficient to pay and discharge the entire indebtedness referred to above if such issuer elects to exercise such call or redemption provisions at any time prior to the Scheduled Maturity Date or Redemption Date, as the case may be, and the Company, but not the Trustee, shall be responsible for monitoring any such call or redemption provision; and (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4c) 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 the satisfaction and discharge of this Indenture as with respect to the Securities of such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause paragraph (B) of clause (1a) of this Section 4.14.01 and its obligations to the Trustee with respect to that series under Section 6.07 shall survive, and the obligations of the Trustee under Section 4.2 Sections 4.05, 4.07 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities (except as to any surviving rights of registration of conversion or transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein series expressly provided forfor herein or in the form of Security for such series and obligations described as surviving below), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securitiesseries, when (1a) either (Ai) all such Securities of that series theretofore authenticated and delivered (other than (iA) Securities of such series which have been destroyed, lost lost, or stolen and which have been replaced or paid as provided in Section 3.6 3.06, and (iiB) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.34.07) have been delivered to the Trustee canceled or for cancellation; or (Bii) all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation (iA) have become due and payable, or (iiB) will will, in accordance with their Scheduled Maturity Date, become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Companyand, in any of the case of clause cases described in subparagraphs (iA), (ii) B), or (iiiC) above, the Company has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust for the purpose money in purpose, (x) an amount sufficient in money sufficient, (y) U.S. Government Obligations or Equivalent Government Securities which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money sufficient, or (z) a combination of (x) and (y) sufficient, in the opinion with respect to (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 such Securities not theretofore delivered with respect to the Trustee for cancellationprincipal, for principal premium, if any, and any premium and interest and any Additional Amounts interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) ), or to the Stated Scheduled Maturity Date or Redemption Date, as the case may be;; provided, however, that if such U.S. Government Obligations or Equivalent Government Securities are callable or redeemable at the option of the issuer thereof, the amount of such money, U.S. Government Obligations, and Equivalent Government Securities deposited with the Trustee must be sufficient to pay and discharge the entire indebtedness referred to above if such issuer elects to exercise such call or redemption provisions at any time prior to the Scheduled Maturity Date or Redemption Date, as the case may be, and the Company, but not the Trustee, shall be responsible for monitoring any such call or redemption provision; and (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4c) 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 the satisfaction and discharge of this Indenture as with respect to the Securities of such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause paragraph (B) of clause (1a) of this Section 4.14.01 and its obligations to the Trustee with respect to that series under Section 6.07 shall survive, and the obligations of the Trustee under Section 4.2 Sections 4.05, 4.07 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided forfor in this Indenture), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either: (A) all such Securities theretofore previously authenticated and delivered (other than (i) Securities which have been destroyed, lost lost, or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore previously been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore previously delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore previously delivered to the Trustee for cancellationcancellation (other than Securities which have been destroyed, lost, or stolen and which have been replaced or paid as provided in Section 3.6), for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesunder this Indenture; and (43) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations (if any) of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive. In the event Securities of two or more series were at any time issued under this Indenture, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to the Securities of all series as to which it is Trustee and if the conditions of satisfaction and discharge of this Indenture contained in this Section 4.1 in respect of such Securities have been satisfied. In the event there are two or more Trustees under this Indenture, the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all such Trustees.

Satisfaction and Discharge of Indenture. This Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture shall upon Company Request will be discharged and will cease to be of further effect with respect to the Securities of or within any series a particular series, when (except as to any surviving rights of registration of transfer or exchange a) either (i) all Securities of such Securities and replacement of such Securities which may series that have been authenticated and, except for lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense destroyed Securities of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which series that have been replaced or paid as provided in Section 3.6 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or or (Bii) all Securities of such Securities series that have not theretofore been delivered to the Trustee for cancellation cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity stated maturity within one yearyear or (3) if redeemable in accordance with the terms of such Securities, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense, of ; (b)(i) the Company, and the Company, in the case of clause (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the purpose money benefit of the Holders of Securities of such series, in an amount sufficient amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit cancellation (in the case of Securities which of such series that have become due and payablepayable on or prior to the date of such deposit) or to the Stated Maturity stated maturity or Redemption Dateredemption date, as the case may be; ; (2ii) the Company has paid or caused to be paid all other sums payable hereunder by under the Company with indenture in respect to of the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and and (4iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Indenture has been satisfied and discharged and that all conditions precedent herein provided for relating to the in connection with such satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survivesatisfied.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any (or all) series of Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when: (1) either (A) all such Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) 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 the satisfaction and discharge of this Indenture as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02, Article VI and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto and the rights of Holders of such series of Securities to receive, solely from the trust fund described in subclause (b) of clause (1) of this Section 4.01, payments in respect of the principal of, premium (if any) and interest (if any) on such Securities when such payments are due and replacement except as provided in the last paragraph of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), this Section 4.01) and the TrusteeTrustees, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securities, series when (1) either (Aa) all Securities of such Securities series theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust with either Trustee or any Paying Agent or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 10.310.03) have been delivered to the either Trustee for cancellation; or (Bb) all Securities of such Securities series not theretofore delivered to the either Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee Trustees for the giving of notice of redemption by the Trustee Trustees in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the either Trustee as trust funds in trust for the such purpose money in an amount in the Currency in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the such Trustee for cancellation, for principal and any principal, premium (if any) and interest and any Additional Amounts (if any) to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series;Company; and (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) the Company has delivered to the Trustee Trustees an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee Trustees under Section 6.76.07, the obligations of the Trustee Trustees to any Authenticating Agent under Section 6.14 6.12 and, if money shall have been deposited with the Trustee Trustees pursuant to subclause (Bb) of clause (1) of this Section 4.14.01, the obligations of the Trustee Trustees under Section 4.2 4.02, Section 6.07(3) and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1) either: (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities the payment of money for whose payment money which has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (43) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request Corporation Request, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 3.7 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company Corporation and thereafter repaid to the Company Corporation or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one yearyear of the date of deposit, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyCorporation, and the CompanyCorporation, in the case of clause subclause (iB)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount in the currency or currencies in which the Securities of such series are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and (including any Additional Amounts Interest) to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company Corporation has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series;Corporation; and (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) the Company Corporation has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company Corporation to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company Corporation and thereafter repaid to the Company Corporation or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyCorporation, and the CompanyCorporation, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose (I) money in an amount sufficient amount, (II) Government Obligations (as defined in Section 1304) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (III) a combination thereof, sufficient, in the case of (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 discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company Corporation has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series;Corporation; and (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) the Company Corporation has 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 as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company Corporation to the Trustee under Section 6.7607, the obligations of the Trustee Corporation to any Authenticating Agent under Section 6.14 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 402 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Unless pursuant to Section 3.01 provision is made that this Section shall not be applicable to the Securities of any series, this Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein series expressly provided forfor herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securitiesseries, when: (1a) either: (Ai) all such Securities of that series theretofore authenticated and delivered (other than (ix) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (iiy) Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee canceled or for cancellation; or (Bii) all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation: (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee canceled or for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) ), or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4c) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to the Securities of such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7, 6.07 shall survive and the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of Company and the Trustee under Section 4.2 Sections 3.05, 3.06, 4.02, 10.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request Request, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when: (1a) either (Ai) all such Securities theretofore authenticated and delivered (other than (iA) Securities which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 3.7 and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or, (iiB) will become due and payable at their Stated Maturity within one yearyear of the date of deposit, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause subclause (iii)(A), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount in the currency or currencies in which the Securities are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for the principal (and any premium premium, if any) and interest and (including any Additional Amounts Interest) to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (4c) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (Bii) of clause (1a) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request Request, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 3.7 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one yearyear of the date of deposit, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause subclause (iB)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount in the currency or currencies in which the Securities of such series are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for the principal (and any premium premium, if any) and interest and (including any Additional Amounts Interest) to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect and will be discharged with respect to the Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement certain rights of such Securities which may have been lostthe Trustee, stolen or mutilated as in each case, herein expressly provided for), and the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when: (1a) either (Ai) all such Securities theretofore authenticated and delivered (other than (iA) such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.6, and (iiB) such Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation: (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesSecurities; and (4c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating which, taken together, state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to the Securities of any series, (x) the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 andand the right of the Trustee to resign under Section 6.10 shall survive, and (y) if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1a) of this Section 4.1Section, the obligations of the Company and the Trustee under Section 4.2 4.2, Section 6.6 and Section 10.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture, with respect to the Securities of any series (if all series issued under this Indenture shall are not to be affected), shall, upon Company Request Request, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securitiesseries, when (1) either (A) all Securities of such Securities series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all Securities of such Securities series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to the Securities of such series under Section 6.76.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1Section, the obligations of the Trustee with respect to the Securities of such series under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities herein, rights to payment, including Additional Interest, and rights to replacement of such Securities which may have been loststolen, stolen lost or mutilated as herein Securities expressly provided for), ) and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1a) either (A1) all such the Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 308 or (ii) all Securities for whose payment money has United States dollars have theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B2) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (ix) have become due and payable, or (iiy) will shall become due and payable at their Stated Maturity within one year, or or (iiiz) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the CompanyCompany or any Guarantor, in the case of clause (i), (ii2)(x),(y) or (iiiz) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in United States dollars sufficient to pay and discharge the entire indebtedness Indebtedness on such the Securities not theretofore delivered to the Trustee for cancellation, for the principal of, premium, if any, and any premium and accrued interest and any Additional Amounts to the date of at such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with or any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesGuarantor; and (4c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that (i) all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and (ii) such satisfaction and discharge shall not result in a breach or violation of or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound. Opinions of Counsel required to be delivered under this Section 1201 may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or government or other officials customary for opinions of the type required, including certificates certifying as to such Securities matters of fact, including that various financial covenants have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 606 and, if money United States dollars shall have been deposited with the Trustee pursuant to subclause (B2) of clause subsection (1a) of this Section 4.11201, the obligations of the Trustee under Section 4.2 1202 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Upon the direction of the Company by a Company Order, this Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for, rights, obligations, duties and immunities of the Trustee set forth in the last paragraph of this Section and any right to receive Additional Amounts, as provided in Section 10.4), and the Trustee, pursuant to a Company Order and at the expense of the Company, shall execute proper instruments instructions acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1a) either (Ai) all such Securities theretofore authenticated and delivered (other than (iA) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.6, and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity within one year, or (iii3) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i1), (ii2) or (iii3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge discharge, or U.S. Government Obligations, maturing as to principal and paying interest in such amounts and at such times as will insure the availability of cash sufficient to pay and discharge, the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest interest, and any Additional Amounts with respect thereto, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (4c) 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 the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding In the event there are Securities of such two or more series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirementhereunder, the trust agreement evidencing the trust referred Trustee shall be required to in subclause (B) of clause (1) execute an instrument acknowledging satisfaction and discharge of this Section 4.1 Indenture only if requested to do so by Company Order with respect to Securities of all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall provide therefore and the Company shall make be conditioned upon receipt of such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyinstruments from all Trustees hereunder. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 6.7 and, if money shall have been deposited with the Trustee pursuant to subclause (Bii) of clause (1a) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request Issuers Request, terminate and cease to be of further effect with respect to the Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such the Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for)for and rights to receive payments of principal (and premium, if any) and interest on the Securities) and the Trustee, at the expense of the CompanyIssuers, shall execute proper such instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when: (1a) either (Ai) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 2.08, and (ii) Securities the payment for whose payment which money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation, (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity within one year, or (iii3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and Issuers; (b) the CompanyIssuers, in the case of clause subclause (i), (ii2) or (iii3) aboveof clause (a)(ii) of this Section 8.01, has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore delivered to the Trustee for cancellationprincipal (and premium, if any) and interest (and, for principal and any premium and the avoidance of doubt, such interest and any Additional Amounts amount shall be calculated based on the interest rate in effect on the date of such deposit) to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Dateredemption date, as the case may be; provided, however, in the event a petition for relief under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, is filed with respect to any Issuer within 91 days after the deposit and the Trustee is required to return the deposited money to such Issuer, the obligations of the Issuers under this Indenture with respect to such Securities shall not be deemed terminated or discharged; (2c) the Company has Issuers have paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesIssuers; and (4d) the Company has Issuers have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company Issuers to the Trustee under Section 6.77.07, the obligations of the Trustee to any Authenticating Agent Issuers under Section 6.14 4.01, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1b) of this Section 4.18.01, the obligations of the Trustee under Section 4.2 and 8.02 (until payments are made by the last paragraph of Section 10.3 Trustee thereunder), shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities (except as to any surviving rights of conversion or registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein series expressly provided forfor herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securitiesseries, when: (1) either (A) all such Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06, and (ii) Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee canceled or for cancellationcancelation; or (B) all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellationcancelation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee canceled or for cancellationcancelation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) ), or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (43) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to the Securities of such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7, 6.07 shall survive and the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of Company and the Trustee under Section 4.2 Sections 3.05, 3.06, 4.02, 10.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement or conversion of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when: (1a) either (A1) all such Securities theretofore authenticated and delivered (other than (i) such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 2.10, and (ii) such Securities for whose payment money has theretofore been been, as provided in Section 2.07, deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.38.07) have been delivered to the Trustee for cancellation; or (B2) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or, (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, Company in the case of clause (iA), (iiB) or (iiiC) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the this purpose an amount of money in an amount the currency or currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal of, and any premium and interest and any Additional Amounts thereon, to the date of such deposit (in the case of Securities which have become due and payable) Maturity Date or to the Stated Maturity or Redemption Dateapplicable redemption date, as the case may bebe in accordance with the terms of this Indenture and such Securities; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesSecurities; and (4c) 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 the satisfaction and discharge of this Indenture as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to Securities of any series, (i) the obligations of the Company to the Trustee under Section 6.77.07 and the right of the Trustee to resign under Section 7.08 shall survive, (ii) the obligations of the Trustee to any Authenticating Agent under Section 6.14 andCompany in Sections 2.06, 2.07, 2.08, 2.09, 2.10 and 2.11 and in Article 8 and this Article 11 shall survive until such Securities have been repaid in full, and (iii) if money shall have been deposited with the Trustee pursuant to subclause clause (B2) of clause subsection (1a) of this Section 4.1Section, the obligations of the Company and/or the Trustee under Section 4.2 Sections 2.08, 4.04, 7.01(f), 8.07and 12.02 shall survive such satisfaction and the last paragraph of Section 10.3 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Corporation Request cease to be of further effect with respect to any (or all) series of Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1) either (A) all such Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company Corporation and thereafter repaid to the Company Corporation or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyCorporation, and the CompanyCorporation, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company Corporation has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series;Corporation; and (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) the Company Corporation has 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 as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company Corporation to the Trustee under Section 6.7607, the obligations of the Trustee to any Authenticating Agent under Section 6.14 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 402, Article Six and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request Issuers Request, cease to be of further effect with respect to the Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such the Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for)for and rights to receive payments of principal (and premium, if any) and interest on the Securities) and the Trustee, at the expense of the CompanyIssuers, shall execute proper such instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when: (1a) either (Ai) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 2.08, and (ii) Securities the payment for whose payment which money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation, (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity within one year, or (iii3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and Issuers; (b) the CompanyIssuers, in the case of clause subclause (i), (ii2) or (iii3) aboveof clause (a)(ii) of this Section 8.01, has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Dateredemption date, as the case may be; provided, however, in the event a petition for relief under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, is filed with respect to any Issuer within 91 days after the deposit and the Trustee is required to return the deposited money to such Issuer, the obligations of the Issuers under this Indenture with respect to such Securities shall not be deemed terminated or discharged; (2c) the Company has Issuers have paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesIssuers; and (4d) the Company has Issuers have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company Issuers to the Trustee under Section 6.77.07, the obligations of the Trustee to any Authenticating Agent Issuers under Section 6.14 4.01, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1b) of this Section 4.18.01, the obligations of the Trustee under Section 4.2 and 8.02 (until payments are made by the last paragraph of Section 10.3 Trustee thereunder), shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request Corporation Request, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 3.7 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company Corporation and thereafter repaid to the Company Corporation or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one yearyear of the date of deposit, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyCorporation, and the CompanyCorporation, in the case of clause subclause (iB)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount in the currency or currencies in which the Securities of such series are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and (including any Additional Amounts Interest) to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company Corporation has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series;Corporation; and (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) the Company Corporation has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company Corporation to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid repaid as provided in Section 3.6 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellationcancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or repaid as provided in Section 3.06), (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts on the Securities to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to or the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesGuarantors; and (43) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture pursuant to this Article IV, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture, with respect to the Securities of any series (if all series issued under this Indenture shall are not to be affected), shall, upon Company Request Request, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securitiesseries, when (1) either (A) all Securities of such Securities series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all Securities of such Securities series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to the Securities of such series under Section 6.76.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1Section, the obligations of the Trustee with respect to the Securities of such series under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided forfor or in the form of Security for such series), and when the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either either (Aa) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.05) have been delivered to the Trustee for cancellation; or or (Bb) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the reasonable expense, of the Company, and the Company, in the case of clause (ib)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money an amount, in an amount the currency or currencies or currency unit or units in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium principal, premium, if any, and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (Bb) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.05 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) 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 the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the Company's obligation to pay the expenses of any Citigroup Trust under Section 10.6 (except upon the application of subclauses 1(A) or 1(B)(i) above), the obligations of the Trustee to any Authenticating Agent under Section 6.14 6.14, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This (a) The Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lostNotes, stolen or mutilated as herein expressly provided for)for in the Indenture) as to all Outstanding Notes, and the Trustee, at the expense of the Company, shall shall, upon payment of all amounts due the Trustee under Section 7.06 hereof, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1) either (AI) all such Securities Notes theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and Notes which have been replaced or paid as provided in Section 3.6 2.07 hereof and (ii) Securities Notes for whose payment money has or United States governmental obligations of the type described in clause (1) of the definition of Cash Equivalents have theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.34.03 hereof) have been delivered to the Trustee for cancellation; , or (BII) all such Securities Notes not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (iII)(A), (iiII)(B) or (iiiII)(C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company has paid or caused to be paid all other sums then due and payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating which, taken together, state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities the Notes have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause . (Bb) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 7.06 hereof and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.113.01, the obligations of the Trustee under Section 4.2 13.02 hereof and the last paragraph of Section 10.3 4.03 hereof shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request be discharged and will cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for)) as to all outstanding Securities of any series, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging such satisfaction and discharge of this Indenture with respect to such Securities, when (1) either (A) all Securities of such Securities series theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all Securities of such Securities series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the Company’s option, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities of such series not theretofore delivered to the Trustee for cancellation, for principal and any premium of, premium, if any, and interest and any Additional Amounts on the Securities of such series to the date of such deposit (in the case of Securities which have become due and payable) ), or to the their Stated Maturity or the Redemption Date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at Maturity or the Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with in respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities series of such seriesSecurities; and (43) 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 the satisfaction and discharge of this Indenture as with respect to such series of Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as series herein expressly provided forfor and any right to receive Additional Amounts, as provided in Section 1011), and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securities, series when (1) either (A) all Securities of such Securities series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 306, and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all Securities of such Securities not theretofore delivered to the Trustee for cancellationseries (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellationSecurities, for principal (and any premium or Make-Whole Amount, if any) and interest interest, and any Additional Amounts with respect thereto, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the The Company has paid or caused to be paid all or other sums payable hereunder by the Company with respect to the Outstanding Securities of such series;Company; and (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) the 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 the satisfaction and discharge of this Indenture as to such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section 6.7606, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 611 and, if money shall have been deposited with and held by the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 402 and the last paragraph of Section 10.3 1003, shall survive. In the event that there are Securities of two or more series outstanding hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of a particular series as to which it is Trustee and if the other conditions thereto are met.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request Request, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 3.7 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one yearyear of the date of deposit, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause subclause (iB)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount in the currency or currencies in which the Securities of such series are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for the principal (and any premium premium, if any) and interest and (including any Additional Amounts Interest) to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided forfor or in the form of Security for such series), and when the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either either (Aa) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.05) have been delivered to the Trustee for cancellation; or or (Bb) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the reasonable expense, of the Company, and the Company, in the case of clause (ib)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money an amount, in an amount the currency or currencies or currency unit or units in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium principal, premium, if any, and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such seriesCompany; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding ; and (4) no event or condition shall exist on the date of such deposit that, pursuant to the provisions of Section 14.03, would prevent the Company from making payments of the principal of or interest on the Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, on the trust agreement evidencing the trust referred to in subclause (B) date of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companydeposit. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (Bb) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.05 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 306, and (ii) such Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or, (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, Company in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the this purpose an amount of money in an amount the currency or currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesSecurities; and (43) 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 the satisfaction and discharge of this Indenture as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to Securities of any series, (i) the obligations of the Company to the Trustee under Section 6.7607, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and614 and the right of the Trustee to resign under Section 610 shall survive, and (ii) if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1Section, the obligations of the Company and/or the Trustee under Section 4.2 Sections 402, 606, 701 and 1002 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request Request, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one yearyear of the date of deposit, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause Clause (B) (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount in the currency or currencies in which the Securities of such series are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and (including any Additional Amounts Interest) to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid repaid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellationcancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or repaid as provided in Section 3.6), (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts on the Securities to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to or the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesGuarantors; and (43) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture pursuant to this Article IV, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Partnership Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the CompanyPartnership, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 306, and (ii) such Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company Partnership and thereafter repaid to the Company Partnership or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or, (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyPartnership, and the Company, Partnership in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the this purpose an amount of money in an amount the currency or currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company Partnership has paid or caused to be paid all other sums payable hereunder by the Company Partnership with respect to the Outstanding Securities of such series;Securities; and (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) the Company Partnership has 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 as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to Securities of any series, (x) the obligations of the Company Partnership to the Trustee under Section 6.7607, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and614 and the right of the Trustee to resign under Section 610 shall survive, and (y) if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1Section, the obligations of the Partnership and/or the Trustee under Section 4.2 Sections 402, 606, 701 and 1002 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon a Company Request cease to be of further effect with respect to Securities of or within any series of Securities (except except, as to any surviving rights of registration of transfer transfer, exchange or exchange conversion of Securities of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as series herein expressly provided forfor or in the form of Security for such series and any rights to receive payment of interest thereon), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when: (1a) either (Ai) all Securities of such Securities series theretofore authenticated and delivered (other than (iA) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.09, and (iiB) Securities for whose payment money has theretofore been (x) deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.34.03(c) or (y) paid to any State or the District of Columbia pursuant to its unclaimed property or similar laws) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payablepayable (whether at Stated Maturity, upon redemption (if applicable), upon any required repurchase by the Company (if applicable) or otherwise), or (iiB) will become due and payable at their Stated Maturity stated maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust for the purpose purpose, money in an the amount in the currency or currency units in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) ), or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (2b) the Company or a Guarantor, if any, has paid or caused to be paid all other sums payable hereunder by the Company with respect to or the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesGuarantors, if any; and (4c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 6.07 and, if money shall have been deposited with the Trustee pursuant to subclause (Bii) of clause (1a) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 13.02 and the last paragraph of Section 10.3 4.03(e) shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities (except as to (i) any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for, (ii) rights hereunder of Holders to receive payments of principal of, and premium, if any, and interest on, Securities, and other rights, duties and obligations of the Holders as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, (iii) remaining obligations of the Company to make Mandatory Sinking Fund Payments and (iv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such any series of Securities, when: (1) either (Aa) all Securities of such Securities series theretofore authenticated and delivered (other than (i) Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (Bb) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or, (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for (i) money in dollars in an amount (or if the purpose Securities are denominated in any currency other than dollars, an amount of the applicable currency), (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment referred to in this subparagraph, money in an amount sufficient amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized investment banking firm or firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) if all series of Securities are being discharged, the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) 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 the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause Subclause (B) of clause (11)(b) of this Section 4.14.01, the obligations of the Trustee under Section 4.2 4.02 and the next to last paragraph of Section 10.3 10.03, shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, upon receipt of a Company Order and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securitiesseries, when: (1) either (Aa) all such Securities of a series theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities of that series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (Bb) all such Securities of that series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee Trustee, as trust funds in trust for the purpose money purpose, Cash, U.S. Government Obligations, or a combination thereof, in an amount sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities of that series not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities of that series which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect relating to the Outstanding Securities that series of such seriesSecurities; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound; (4) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable deposited irrevocable instructions to the Outstanding Trustee to apply the deposited money toward the payment of such Securities of such seriesthat series at Maturity or the Redemption Date, as the case may be; and (45) 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 the satisfaction and discharge of this Indenture as with respect to such series of Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7Sections 6.07 and 13.05, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money Cash, U.S. Government Obligations, or a combination thereof, shall have been deposited with the Trustee pursuant to subclause (Bb) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided forfor or in the form of Security for such series), and when the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either either (Aa) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.05) have been delivered to the Trustee for cancellation; or or (Bb) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the reasonable expense, of the Company, and the Company, in the case of clause (ib)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money an amount, in an amount the currency or currencies or currency unit or units in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium principal, premium, if any, and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (Bb) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.05 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall Indenture, with respect to the Securities of any series, shall, upon Company Request Order, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for)for and rights to receive payments of principal of and premium, if any, and interest on such Securities) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Securities of such Securitiesseries, when: (1a) either: (Ai) all Securities of such Securities series theretofore authenticated and delivered (other than (iA) Securities which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 3.07 and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.36.03) have been delivered to the Trustee for cancellation; or (Bii) all Securities of such Securities series not theretofore delivered to the Trustee for cancellation, (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee or Paying Agent as trust funds in trust for the purpose money in an amount in the Currency in which such Securities are denominated (except as otherwise provided pursuant to Section 3.01) sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium premium, if any, and interest and any Additional Amounts to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 10.01 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1a)(i) of this Section 4.1with respect to Securities of such series, the obligations of the Trustee with respect to the Securities of such series under Section 4.2 6.03(e) and the last paragraph of Section 10.3 11.07 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (Series except as to any surviving (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or exchange stolen Bonds, (iii) rights of Bondholders of such Securities Series to receive payments of principal thereof, premium, if any, thereon and replacement interest thereon, (iv) the rights, obligations and immunities of the Indenture Trustee hereunder and (v) the rights of Bondholders of such Securities which may have been lost, stolen Series as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or mutilated as herein expressly provided for)any of them, and the Indenture Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesSeries, when: (a) either (1) either (A) all Bonds of such Securities Series theretofore authenticated and delivered (other than (iA) Securities Bonds which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 2.06, and (iiB) Securities Bonds of such Series for whose which payment of money has theretofore been deposited in trust or segregated and held in trust the Bond Account by the Indenture Trustee or the Company and thereafter repaid to the Company Issuer or discharged from such trust, as provided in Section 10.33.03) have been delivered to the Trustee Bond Registrar for cancellation; or or (B2) all such Securities Bonds of such Series not theretofore delivered to the Trustee Bond Registrar for cancellation cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity Maturity, if any, within one year, or or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Company, Issuer; and the Company, in the case of clause (i), (ii) or (iii) above, Issuer has deposited or caused to be deposited with the Indenture Trustee as trust funds or another Paying Agent, in trust for the purpose money in such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Securities Bonds of such Series not theretofore delivered to the Trustee Bond Registrar for cancellation, for principal and any premium principal, premium, if any, and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the would be payable on their Stated Maturity Maturity, if any, or Redemption DateDate (if Bonds shall have been called for redemption pursuant to Section 10.01), as the case may be, including for any and all overdue principal, premium, if any, and interest payable on such Bonds; (2b) the Company Issuer has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such seriesIssuer; (3c) any conditions set forth in the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided related Terms Indenture for relating to the satisfaction and discharge of this Indenture as and the related Terms Indenture with respect to such Securities Series, have been complied with. If any Outstanding Securities satisfied; and (d) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of such series are to be redeemed prior to their Stated MaturityCounsel and (if required by the TIA) a certificate or opinion from an Accountant, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, TIA ss.314(c) and meeting the trust agreement evidencing the trust referred to in subclause (B) applicable requirements of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company12.01(a). Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any Series, the obligations of the Company Issuer to the Indenture Trustee under Section 6.76.07 and of the Indenture Trustee to the Issuer and the Bondholders of such Series under Section 3.03, the obligations of the Indenture Trustee to any Authenticating Agent the Bondholders of such Series under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph provisions of Section 10.3 Article II with respect to lost, stolen, destroyed or mutilated Bonds of such Series, registration of transfers of Bonds of such Series, and rights to receive payments of principal of and interest on the Bonds of such Series shall survive. The applicable Terms Indentures, as they incorporate by reference these Standard Indenture Provisions, shall remain in full force and effect with respect to all Series that remain Outstanding.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities (except as to any surviving rights of conversion or registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein series expressly provided forfor herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securitiesseries, when: (1) either (A) all such Securities of that series theretofore authenticated and delivered (other than (i) Securities which of such series that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 3.06, and (ii) Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee canceled or for cancellation; or (B) all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee canceled or for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which that have become due and payable) ), or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (43) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to the Securities of such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7, 6.07 shall survive and the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of Company and the Trustee under Section 4.2 Sections 3.05, 3.06, 4.02, 10.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Upon the direction of the Company by a Company Order, this Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for, rights, obligations, duties and immunities of the Trustee set forth in the last paragraph of this Section and any right to receive Additional Amounts, as provided in Section 10.4), and the Trustee, pursuant to a Company Order and at the expense of the Company, shall execute proper instruments instructions acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1a) either (Ai) all such Securities theretofore authenticated and delivered (other than (iA) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.6, and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity within one year, or (iii3) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i1), (ii2) or (iii3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge discharge, or U.S. Government Obligations, maturing as to principal and paying interest in such amounts and at such times as will insure the availability of cash sufficient to pay and discharge, the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest interest, and any Additional Amounts with respect thereto, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (4c) 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 the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding In the event there are Securities of such two or more series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirementhereunder, the trust agreement evidencing the trust referred Trustee shall be required to in subclause (B) of clause (1) execute an instrument acknowledging satisfaction and discharge of this Section 4.1 Indenture only if requested to do so by Company Order with respect to Securities of all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall provide therefore and the Company shall make be conditioned upon receipt of such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyinstruments from all Trustees hereunder. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 6.7 and, if money shall have been deposited with the Trustee pursuant to subclause (Bii) of clause (1a) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. (a) This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of Securities of such Securities series and replacement of such Securities which may have been lost, stolen or mutilated as Securities of such series herein expressly provided for), and the Trustee, on the demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securitiesseries, when: (1) eitherEither: (A) all Securities of such Securities series theretofore authenticated and delivered have been delivered to the Trustee for cancellation (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 2.6 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation5.3); or (B) all such Securities of such series not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyredemption, and the Company, in the case of clause clauses (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in of establishing an amount sufficient to pay and discharge the entire indebtedness on such Securities of such series not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities of such series which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;; and (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (43) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to Securities of such Securities series have been complied with. If . (b) At any Outstanding time when no Securities of such any series are outstanding, this Indenture shall upon Company Request cease to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore further effect and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameTrustee, and at the expense, expense of the Company. , shall execute instruments of satisfaction and discharge of this Indenture. (c) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 8.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1a)(1) of this Section 4.111.1, the obligations of the Trustee under Section 4.2 11.6 and the last paragraph of Section 10.3 5.3(e) shall survive.

Satisfaction and Discharge of Indenture. This Indenture, with respect to the Securities of any series (if all series issued under this Indenture shall are not to be affected), shall, upon Company Request Order, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for)for and rights to receive payments of principal of and premium, if any, and interest on such Securities) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when, (1a) either: (Ai) all Securities of such Securities series theretofore authenticated and delivered (other than (iA) Securities which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 3.07 and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.36.03) have been delivered to the Trustee for cancellation; or (Bii) all Securities of such Securities series not theretofore delivered to the Trustee for cancellation, (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, and in the case of clause (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee or Paying Agent as trust funds in trust for the purpose money in an amount in the Currency in which such Securities are denominated (except as otherwise provided pursuant to Section 3.01) sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium premium, if any, and interest and any Additional Amounts to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; provided, however, in the event a petition for relief under federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the moneys then on deposit with the Trustee to the Company, the obligations of the Company under this Indenture with respect to such Securities shall not be deemed terminated or discharged; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (4c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 11.01 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1a)(i) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 12.06 and the last paragraph of Section 10.3 6.03(e) shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Issuer Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Debt Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the CompanyCompany or Unilever N.V., as the case may be, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1) either (A) all such Debt Securities theretofore authenticated and delivered and all Coupons, if any, appertaining thereto (other than (i) Debt Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06, and (ii) Debt Securities or Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee any applicable Issuer or the Company any Guarantor and thereafter repaid to any such Issuer or Issuers or any such Guarantor, as the Company case may be, or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Debt Securities and Coupons not theretofore delivered to the Trustee for cancellationcancellation (other than Debt Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06) (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyIssuer or Issuers of such Debt Securities, and the CompanyCompany or Unilever N.V., as the case may be, or any Guarantor, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust for the purpose money in purpose, an amount sufficient to pay and discharge the entire indebtedness on such Debt Securities and Coupons not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts interest, if any, to the date of such deposit (in the case of Debt Securities and Coupons which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company or Unilever N.V., as the case may be, or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series;any Issuer; and (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to or Unilever N.V., as the Outstanding Securities of such series; and (4) the Company case may be, has 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 as to such Securities have been complied with. If any Outstanding In the event there are Debt Securities of such two or more series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirementhereunder, the trust agreement evidencing the trust referred Trustee shall be required to in subclause (B) of clause (1) execute an instrument acknowledging satisfaction and discharge of this Section 4.1 Indenture only if requested to do so with respect to Debt Securities of all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall provide therefore and the Company shall make be conditioned upon receipt of such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyinstruments from all Trustees hereunder. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company any Issuer and each Guarantor to the Trustee under Section 6.76.07, the obligations of the Trustee any Issuer and each Guarantor to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect and will be discharged with respect to the Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement certain rights of such Securities which may have been lostthe Trustee, stolen or mutilated as in each case, herein expressly provided for), and the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when: (1a) either: (Ai) all such Securities theretofore authenticated and delivered (other than (iA) such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.6, and (iiB) such Securities for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation: (iA) have become due and payable, ; or (iiB) will become due and payable at their Stated Maturity within one year, ; or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (iii)(A), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesSecurities; and (4c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating which, taken together, state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to the Securities of any series, (x) the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 andand the right of the Trustee to resign under Section 6.10 shall survive, and (y) if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1a) of this Section 4.1Section, the obligations of the Company and the Trustee under Section 4.2 and 3.5, Section 3.6, Section 4.2, Section 6.6, Section 10.2, the last paragraph of Section 10.3 and Section 13.6 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of conversion, registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided forfor and except as further provided below), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (Ai) all such Securities theretofore authenticated and delivered (other than (ix) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 2.7 and (iiy) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (ix) have become due and payable, or (iiy) will become due and payable at their Stated the Final Maturity Date within one yearninety days, or or (iiiz) are to be have been called for redemption within one year ninety days under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iiiii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Company or any of its Affiliates) as trust funds in trust for the purpose money cash in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts or Redemption Price, as the case may be, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Final Maturity Date or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) 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 the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 9.7 shall survive and, if money shall have been deposited with the Trustee pursuant to subclause (By) or (z) of clause (11)(ii) of this Section 4.1Section, the obligations provisions of the Trustee under Section 4.2 Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.12, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13 and 12.5, Article 4, the last paragraph of Section 10.3 6.2 and this Article 10, shall survivesurvive until the Securities have been paid in full.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to the Securities of or within any series and any Guarantees of such Securities (except as to any surviving rights of conversion, registration of transfer or exchange of any such Securities and replacement Security expressly provided for herein or in the terms of such Securities which may have been lost, stolen or mutilated as herein expressly provided forSecurity), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen wrongfully taken and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.311.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesSecurities; and (43) 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 the satisfaction and discharge of this Indenture as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to Securities of any series, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 6.14, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause Clause (1) of this Section 4.1with respect to such Securities, the obligations of the Company of such series under Section 10.02 and the obligations of the Trustee under Section 4.2 4.02, Section 6.06 and the last paragraph of Section 10.3 10.03 with respect to such Securities shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of conversion, registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided forfor and except as further provided below), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 2.7 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated the Final Maturity Date within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Company or any of its Affiliates) as trust funds in trust for the purpose money cash in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any (including Additional Amounts Interest, if any) to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Final Maturity Date or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) 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 the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 9.7 shall survive and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations provisions of the Trustee under Section 4.2 Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.12, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13 and 12.5, Article 4, the last paragraph of Section 10.3 6.2 and this Article 10, shall survivesurvive until the Securities have been paid in full.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose money in an amount sufficient to pay of paying and discharge discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to (including, without limitation, all amounts due the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Trustee under Section 3.1 to be applicable to the Outstanding Securities of such series6.7 hereof); and (43) 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 the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture pursuant to this Article Four, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 6.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 Sections 3.5, 3.6, 4.2, 10.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request Request, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 3.7 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one yearyear of the date of deposit, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, ,and the Company, in the case of clause subclause (iB)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount in the currency or currencies in which the Securities are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for the principal (and any premium premium, if any) and interest and (including any Additional Amounts Interest) to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided forfor or in the form of Security for such series), and when the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either either (Aa) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.05) have been delivered to the Trustee for cancellation; or or (Bb) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the reasonable expense, of the Company, and the Company, in the case of clause (ib)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money an amount, in an amount the currency or currencies or currency unit or units in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium principal, premium, if any, and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such seriesCompany; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding ; and (4) no event or condition shall exist on the date of such deposit that, pursuant to the provisions of Section 14.02 or 14.03, would prevent the Company from making payments of the principal of or interest on the Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, on the trust agreement evidencing the trust referred to in subclause (B) date of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companydeposit. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (Bb) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.05 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid repaid as provided in Section 3.6 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellationcancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or repaid as provided in Section 3.06), (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts on the Securities to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to or the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesGuarantors; and (43) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture pursuant to this Article IV, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Unless pursuant to Section 3.01 provision is made that this Section shall not be applicable to the Securities of any series, this Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein series expressly provided forfor herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securitiesseries, when: (1a) either: (Ai) all such Securities of that series theretofore authenticated and delivered (other than (ix) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (iiy) Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee canceled or for cancellation; or (Bii) all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation: (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee canceled or for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) ), or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to the Securities of such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7, 6.07 shall survive and the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of Company and the Trustee under Section 4.2 Sections 3.05, 3.06, 4.02, 10.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture, with respect to the Debt Securities of any series (if all series issued under this Indenture shall are not to be affected), shall, upon Company Request Request, cease to be of further effect with respect to Securities of or within any series of Debt Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of such Debt Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for)for and rights to receive payments of principal (and premium, if any) and interest on such Debt Securities) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such series of Debt Securities, when: (1) either (A) all Debt Securities of such Securities series theretofore authenticated and delivered (other than (i) Debt Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Debt Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by with the Trustee or any Paying Agent by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.311.4) have been delivered to the Trustee for cancellation; or (B) all Debt Securities of such Securities series not theretofore delivered to the Trustee for cancellation, (i) have become due and payablepayable by reason of the giving of a notice of redemption or otherwise, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the CompanyCompany either complies with any other condition or terms specified pursuant to Section 3.1, or if not so specified in the case of clause (i), (ii) or (iii) aboveof this subclause (B), has irrevocably deposited or caused to be deposited with the Trustee as trust funds held in trust solely for the purpose benefit of the Holders, cash in United States Dollars in an amount, U.S. Government Obligations (as defined in Section 14.2) which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Debt Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal premium, if any and any premium and accrued interest and any Additional Amounts to the date of such deposit (in the case of Debt Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, and if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 11.4, shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to (i) any surviving rights of registration of transfer or transfer, substitution and exchange of such Securities, (ii) rights hereunder of Holders to receive payments of principal of (and premium, if any) and interest on the Securities and replacement other rights, duties and obligations of such Securities which may have been lostthe Holders as beneficiaries hereof with respect to the amounts, stolen or mutilated as herein expressly provided forif any, deposited with the Trustee pursuant to this Article IV and (iii) the rights and obligations of the Trustee hereunder), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.07 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companydate of deposit, and the Company, in the case of clause Clause (i), (iiB)(i) or (iiiB)(ii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount in the currency or currencies in which the Securities of such series are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and (including any Additional Amounts Interest) to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may beMaturity; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 6.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto and the rights of Holders of such series of Securities to receive, solely from the trust fund described in subclause (b) of clause (1) of this Section 4.01, payments in respect of the principal of, premium (if any) and interest (if any) on such Securities when such payments are due and replacement except as provided in the last paragraph of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), this Section 4.01) and the TrusteeTrustees, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securities, series when (1) either (Aa) all Securities of such Securities series theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust with either Trustee or any Paying Agent or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 10.310.03) have been delivered to the either Trustee for cancellation; or (Bb) all Securities of such Securities series not theretofore delivered to the either Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee Trustees for the giving of notice of redemption by the Trustee Trustees in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the either Trustee as trust funds in trust for the such purpose money in an amount in the Currency in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the such Trustee for cancellation, for principal and any principal, premium (if any) and interest and any Additional Amounts (if any) to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series;Company; and (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) the Company has delivered to the Trustee Trustees an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee Trustees under Section 6.76.07, the obligations of the Trustee Trustees to any Authenticating Agent under Section 6.14 6.12 and, if money shall have been deposited with the Trustee Trustees pursuant to subclause (Bb) of clause (1) of this Section 4.14.01, the obligations of the Trustee Trustees under Section 4.2 4.02, Section 6.07(3) and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for, and any right to receive additional amounts, as provided in Section 10.4), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when: (1) either (A) all such Securities theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.6, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 11.6, and (iiiv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in purpose, an amount sufficient to pay and discharge the entire indebtedness on such Securities and coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) 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 the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.76.5, the obligations of the Trustee to any Authenticating Agent under Section 6.14 6.12 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (11)(B) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect and will be discharged with respect to the Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement certain rights of such Securities which may have been lostthe Trustee, stolen or mutilated as in each case, herein expressly provided for), and the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when: (1a) either: (Ai) all such Securities theretofore authenticated and delivered (other than (iA) such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.6, and (iiB) such Securities for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation: (iA) have become due and payable, ; or (iiB) will become due and payable at their Stated Maturity within one year, ; or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (iii)(A), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesSecurities; and (4c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating which, taken together, state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to the Securities of any series, (x) the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 andand the right of the Trustee to resign under Section 6.10 shall survive, and (y) if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1a) of this Section 4.1Section, the obligations of the Company and the Trustee under Section 4.2 4.2, Section 6.6, Section 10.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as series herein expressly provided forfor and any right to receive Additional Amounts, as provided in Section 1011), and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securities, series when, (1) either (A) all Securities of such Securities series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Sectxxx 000, (xx) Xxxurities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Sectxxx 000, (xxx) xxxpons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.6 1106, and (iiiv) Securities and coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all Securities of such Securities series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, expense of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore delivered to the Trustee for cancellation, for principal (and any premium or Make-Whole Amount, if any) and interest interest, and any Additional Amounts with respect thereto, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) 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 the satisfaction and discharge of this Indenture as to such Securities series have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section 6.7606, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 611 and, if money shall have been deposited with and held by the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 402 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Section 401 Satisfaction and Discharge. Upon the direction of the Company by a Company Order, this Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of Securities specified in such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), Company Order and the Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect as to such Securitiesseries, when (1) either (Aa) all Securities of such Securities series theretofore authenticated and delivered have been delivered to the Trustee for cancellation (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 306 and (ii) Securities of such series the payment of money for whose payment money which has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation1003); or (Bb) all Securities of such Securities series not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose such purpose, (x) money in an amount or (y) Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, in the opinion of a nationally recognized Independent Registered Public Accounting Firm expressed in a written certification thereof delivered to the Trustee, money in the amount, or (z) a combination of (x) and (y) in an amount in the Currency in which such series of Securities are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for including the principal and of, any premium and interest on, and any Additional Amounts with respect to such Securities then determinable, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Datethereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (43) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities series have been complied with. If any Outstanding In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companymet. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 6.7607, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and403, if money money, Government Obligations or a combination thereof shall have been deposited with the Trustee pursuant to subclause (Bb) of clause (1) of this Section 4.1401, the obligations of the Company and the Trustee with respect to the Securities of such series under Section 4.2 304, Section 305, Section 306, Section 1002 and Section 1003, and the last paragraph obligations of the Company with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 10.3 1004 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 401(1)(b)), and with respect to any rights to convert or exchange such Securities into Common Stock or other securities, cash or other property shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect and will be discharged with respect to the Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement certain rights of such Securities which may have been lostthe Trustee, stolen or mutilated as in each case, herein expressly provided for), and the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when: (1a) either (Ai) all such Securities theretofore authenticated and delivered (other than (iA) such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.6, and (iiB) such Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesSecurities; and (4c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating which, taken together, state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to the Securities of any series, (x) the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 andand the right of the Trustee to resign under Section 6.10 shall survive, and (y) if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1a) of this Section 4.1Section, the obligations of the Company and the Trustee under Section 4.2 4.2, Section 6.6 and Section 10.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1a) either (Ai) all such Securities theretofore authenticated and delivered (other than (i1) such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.6, and (ii2) such Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, Company in the case of clause (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount of money in an amount the currency or currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesSecurities; and (4c) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to Securities of any series, (x) the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 andand the right of the Trustee to resign under Section 6.10 shall survive, and (y) if money shall have been deposited with the Trustee pursuant to subclause (Bii) of clause Clause (1a) of this Section 4.1Section, the obligations of the Company and/or the Trustee under Section 4.2 Sections 4.2, 6.6, 7.1 and 10.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture, with respect to the Securities of any series (if all series issued under this Indenture shall are not to be affected), shall, upon Company Request Order, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided forfor and the rights of the Holders of the Securities of such series to receive, the principal of and premium, if any, and interest on such Securities as and when the same shall become due and payable and except as otherwise provided in the last paragraph of this Section 12.02), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Securities of such Securitiesseries, when, (1a) either: (Ai) all Securities of such Securities series theretofore authenticated and delivered (other than (iA) Securities which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 3.07 and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.36.03(e)) have been delivered to the Trustee for cancellation; or (Bii) all Securities of such Securities series not theretofore delivered to the Trustee for cancellation, (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) if redeemable at the option of the Company (including, without limitation, by operation of any mandatory sinking fund), are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (iA), (iiB) or (iiiC) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in cash in the Currency in which such Securities are payable (subject to Section 12.08) sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium premium, if any, and interest and any Additional Amounts to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity or thereof or, in the case of Securities of such series which are to be called for redemption as contemplated by (C) above, the applicable Redemption Date, as the case may be, and including any mandatory sinking fund payments as and when the same shall become due and payable; provided, however, that, if a Default of the nature described in clauses (e) or (f) of Section 7.01 shall have occurred at any time during the period ending on and including the 91st day after the date of such deposit or if the Trustee or any Paying Agent is required to return the monies then on deposit with or held by the Trustee or such Paying Agent to the Company or to a trustee in bankruptcy, receiver, conservator or other similar Person, or the Trustee or any Paying Agent is not permitted to apply any such funds to pay the principal of and premium, if any, and interest on the Securities of such series (including to make sinking fund payments) as and when the same shall become due and payable, the obligations of the Company under this Indenture with respect to such Securities shall not be deemed terminated or discharged; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as with respect to such Securities series have been complied with. If Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any Outstanding series, the obligations of the Company to the Trustee under Section 11.01, the provisions of Sections 3.04, 3.05, 3.06, 3.07, 3.10, 6.02 and 6.03 and this Article XII, and, if the Securities of such series are to be redeemed prior to their Stated MaturityMaturity (including, whether without limitation, pursuant to any optional redemption provisions or in accordance with any a mandatory sinking fund requirementfund), the trust agreement evidencing provisions of Article IV hereof, and, if the trust referred Securities of such series are convertible into or exchangeable for other securities or property, the rights of the Holders of such Securities to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameconvert or exchange, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7convert or exchange, the obligations of the Trustee to any Authenticating Agent under Section 6.14 such Securities into other securities or property, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1a) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 12.07 and the last paragraph of Section 10.3 6.03(e) shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request be discharged and shall cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid repaid as provided in Section 3.6 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellationcancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or repaid as provided in Section 3.06), (i) have become due and payable, or, (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts on the Securities to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity [or Redemption Date, as the case may be,] together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to or the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesGuarantors; and (43) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this IndentureIndenture pursuant to this Article IV, the obligations of the Company to the Trustee under Section 6.76.07, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when: (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or; (ii) will become due and payable at their Stated Maturity within one year, ; or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, ; and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money an amount, in an amount the currency in which such Securities are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the respective Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (43) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 6.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request Request, cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at [TPW: NYLEGAL:665375.4] 20965-00009 07/19/2007 07:27 PM the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such SecuritiesIndenture, when (1a) either (Ai) all such Securities theretofore authenticated and delivered (other than (iA) Securities which that have been mutilated, destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, trust as provided in Section 10.310.2) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one yearyear of the date of deposit, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause subclause (iii)(A), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose (x) an amount in the purpose currency or currencies in which the Securities are payable, (y) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount sufficient or (z) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and (including any Additional Amounts Interest) to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity (or any date of principal repayment upon early maturity) or Redemption Date, as the case may be; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such seriesCompany; and (4c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.76.6, the obligations of the Trustee Company to any Authenticating Agent under Section 6.14 6.11 and, if money shall have been deposited with the Trustee pursuant to [TPW: NYLEGAL:665375.4] 20965-00009 07/19/2007 07:27 PM subclause (B) of clause (1a)(ii) of this Section 4.1, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 10.2(e) shall survive.