Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.08, 8.01, 8.02 8.1 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity stated maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.03, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity stated maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.07, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this SectionSection or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 8.03, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, the Trustee under Section 8.02 and Section 8.05 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order Request cease to be of further effect (except as hereinafter to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a1) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (iiA) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (iiiB) all such Securities not theretofore delivered to the Trustee for cancellation cancellation; (1i) have become due and payable, or or (2ii) will become due and payable at their Stated Maturity within one year, or or (3iii) 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 (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption dateRedemption Date, as the case may be; (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.06, and, if money shall have been deposited with the Trustee pursuant to clause subclause (aB) of Clause (1) of this Section, the provisions obligations of Sections 2.04the Trustee under Section 4.02, 2.05, 2.07, 2.08, 8.01, 8.02 shall survive such satisfaction and 8.05 shall survivedischarge.

Satisfaction and Discharge of Indenture. (a) This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to (i) any surviving rights herein expressly provided for and (ii) in this Section 8.01)the case of clause (1)(B) below, and the Trustee, at the expense rights of the Company, shall execute proper instruments acknowledging satisfaction Holders hereunder to receive payment of the Note Balance of and discharge interest on the Notes and any other rights of this Indenturethe Holders hereunder, when (a1) any of the following shall have occurred: either (i) no Securities have been issued hereunder; (iiA) all Securities Notes theretofore authenticated and delivered to Holders (other than Securities that (i) Notes which have been mutilated, destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.05, and (ii) Notes for which payment of money has theretofore been deposited in trust pursuant to Section 2.08 and thereafter repaid to the Issuer) have been delivered to the Trustee Note Registrar for cancellation; or or (iiiB) all such Securities Notes not theretofore delivered to the Trustee Note Registrar for cancellation (1) have become due and payable, or been paid in full; (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company Issuer has paid or caused to be paid all other sums payable hereunder or reasonably expected to become payable hereunder and the other Transaction Documents (including amounts associated with the termination thereof) by the CompanyIssuer hereunder and thereunder; and (c3) the Company Issuer has delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing, the rights, privileges, protection and immunities afforded the Indenture Trustee under Article 6, the obligations of the Issuer to the Indenture Trustee under Section 6.06 shall survive satisfaction and discharge of this Indenture. (b) Upon payment of all the outstanding Notes in full, the obligations Indenture Trustee shall (i) deliver or cause to be delivered to the Issuer any releases or termination statements prepared by the Issuer which the Issuer reasonably requests to evidence discharge of the Company lien hereof as to the Trust Estate; and (ii) deliver or cause to be delivered all other items reasonably requested by the Issuer, and take all other actions reasonably requested by the Issuer, in order to cause transfer of any portion of the Collateral to the Issuer or its designee. (c) Upon the satisfaction and discharge of this Indenture pursuant to the foregoing, the Indenture Trustee under Section 7.07 andshall pay, in accordance with an Issuer Order all amounts, if money shall have been deposited with any, previously received from the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 Issuer and 8.05 shall survivenot otherwise disbursed.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.088.1, 8.01, 8.02 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect If at any time (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (iia)(i) all Securities theretofore of any series issued that have been authenticated and delivered have been delivered by the Company to the Trustee for cancellation (other than Securities that of such series which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.8); or (ii) all the Securities of any series issued that have not been delivered to by the Trustee for cancellation; or (iii) all such Securities not theretofore delivered Company to the Trustee for cancellation (1) shall have become due and payable, or (2) will are by their terms to become due and payable at their Stated Maturity within one year, year or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the such Trustee in the name, Company’s name and at the Company’s expense, of the Company; and the Company has shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 10.4) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.8) not theretofore delivered to the Trustee for cancellation, for principal including Principal and interest due or to the date of such deposit (in the case of Securities which have become due and payable on or prior to the such date of such deposit) or to the Stated Maturity maturity or redemption date, as the case may be; ; (b) the Company has paid or caused to be paid all other sums then due and payable hereunder by the Companyunder this Indenture; and and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 8.1 have been complied with. Notwithstanding , then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the satisfaction Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of Principal thereof and discharge of this Indentureinterest thereon, upon the obligations original stated due dates therefor (but not upon acceleration) and remaining rights of the Company holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the Trustee under Section 7.07 and, if money shall have been property so deposited with the Trustee pursuant payable to clause (a) all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this SectionIndenture with respect to such series; provided that the rights of Holders of the Securities to receive amounts in respect of Principal of, premium, if any, and interest on the provisions Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and 8.05 shall surviveproperly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation have become due and payable, or (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.08, 8.01, 8.02 8.1 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation pursuant to (i) above (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.5, 2.052.8, 2.072.9, 2.088.1, 8.01, 8.02 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order be discharged with respect to the Securities of any Series and cease to be of further effect as to all Securities of such Series (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities of such Series theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities of such Series not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payablepayable by reason of sending a notice of redemption or otherwise, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company has Company, in the case of (1), (2) or (3) above, shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money or U.S. Government Obligations, which amount shall be sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for each installment of principal (including mandatory sinking fund or analogous payments) of and interest to on all the date Securities of such deposit (in Series on the case dates such installments of Securities which have become due and payable on principal or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may beinterest are due; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has shall have 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 contemplated by this Indenture Section have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.08, 8.01, 8.02 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurredeither: (i) no Securities have been issued hereunder; (ii) i. all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iii) ii. all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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; or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of clauses (1), (2) and (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.088.1, 8.01, 8.02 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order be discharged and cease to be of further effect with respect to the Notes and Collateral securing the Notes when either (except as hereinafter provided in this Section 8.01), i) the Sale and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when Servicing Agreement has been terminated pursuant to Article 7 thereof or (aii) any all of the following shall have occurred: (ia) no Securities have been issued hereunder;either (ii1) all Securities Notes theretofore authenticated and delivered (other than Securities (A) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paidpaid as provided in Section 2.04 and (B) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (iii2) all such Securities Notes not theretofore delivered to the Indenture Trustee for cancellation (1A) have become due and payable, or (2B) will become due and payable at their Stated Maturity within one yearyear of the Maturity Date (or, if one or more Classes of Notes have different Maturity Dates, the latest Maturity Date), or (3C) 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 Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee as trust funds cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to Notes on the Trustee for cancellation, for principal and interest to the date applicable Maturity Date of such deposit Class of Notes or the Redemption Date (in the case of Securities which have become due and payable on or prior if Notes are called for redemption pursuant to the date of such depositSection 10.01(a) or to the Stated Maturity or redemption datehereof), as the case may be; (b) the Company date on which the Issuer has paid or caused to be paid all other sums payable hereunder and no other amounts will become due and payable by the CompanyIssuer; and (c) the Company Issuer has delivered to the Indenture Trustee an Officers’ Officer’s Certificate and an Opinion of CounselCounsel (at the Issuer’s expense) and (if required by Section 3.14(c) of the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) hereof and, subject to Section 11.02 hereof (and with respect to any Independent Certificate, subject to Section 11.01(f) hereof), each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with, then, upon Issuer Request, this Indenture and the lien, rights, and interests created hereby shall cease to be of further effect with respect to the Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.05, 3.07 and 3.08 hereof, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07) and the obligations of the Indenture Trustee under Section 4.02 and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them). Notwithstanding For purposes of providing any tax information to Noteholders pursuant to Section 6.06 hereof, the Indenture Trustee shall not treat a deposit made by the Issuer (or that the Issuer has caused to be made), pursuant to Section 4.01(a)(2) hereof, prior to the time at which the Notes become due and payable, or prior to the date on which such Notes are called for redemption, as a payment by the Issuer on, or in retirement of, the Notes. The Indenture Trustee, on demand of and at the expense of the Issuer, shall execute and deliver proper instruments acknowledging satisfaction and discharge of this IndentureIndenture with respect to the Notes, and shall pay, or assign or transfer and deliver, to or at the obligations direction of the Company to Issuer, all Collateral held by it after satisfaction of the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause conditions specified in clauses (a), (b) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive(c) above.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:When (i) no Securities have been issued hereunder; (ii) all Securities outstanding Notes theretofore authenticated and issued have been delivered (other than Securities that have been destroyed, lost or stolen and Notes that have been replaced or paid) have been delivered to the Trustee for cancellation; or cancellation and the Issuer has paid all sums payable by the Issuer hereunder or (iiiii) (x) all such Securities of the outstanding Notes not theretofore previously canceled or delivered to the Trustee for cancellation (1) shall have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for including upon notice of redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameTrustee, and at (y) the expense, of the Company; and the Company has irrevocably deposited or caused to be Issuer shall have deposited with the Trustee as trust funds Trustee, in trust trust, cash in U.S. dollars in an amount sufficient for to pay the purpose principal of, premium, if any, and interest on all of paying and discharging the entire indebtedness on such Securities Notes (other than destroyed, lost or stolen Notes that have been replaced or paid) not theretofore previously canceled or delivered to the Trustee for cancellation, for principal and interest to on the date of such deposit (in the case of Securities which have become payments are due and payable on or prior to the such date of such deposit) maturity or to the Stated Maturity or redemption dateredemption, as the case may be; , and if, in the case of either clause (bi) or (ii), the Company has paid Issuer shall also pay or caused cause to be paid all other sums payable hereunder by the Company; and Issuer, then this Indenture shall cease to be of further effect (cexcept as to (1) remaining rights of registration of transfer, substitution and exchange, (2) rights hereunder of Holders to receive payments of principal of, premium, if any, and interest on the Notes and the other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee and (3) the Company has delivered to rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Issuer accompanied by an Officers’ ' Certificate and an Opinion of CounselCounsel as provided in Section 11.05 hereof and at the cost and expense of the Issuer, each stating that all conditions precedent herein provided for relating to shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. In addition, the satisfaction and discharge of Issuer may satisfy its obligations under this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under as provided in Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survivehereof.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:4.1.1 either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.5 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1a) have become due and payable, or or (2b) will become due and payable at their Stated Maturity within one year, or or (3c) 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 (i) or (ii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity Maturity, Redemption Date or redemption dateRepurchase Date, as the case may be; (b) 4.1.2 the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 4.1.3 the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantor to the Trustee under Section 7.07 6.7, the obligations of the Company and the Guarantor to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to clause subclause (aii) of Clause 4.1.1 of this Section, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.2 and 8.05 the last paragraph of Section 10.3 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order be discharged and shall cease to be of further effect (except as hereinafter to surviving rights of registration of transfer or exchange of Securities as expressly provided in this Section 8.01)for herein) as to all Outstanding Securities hereunder, and the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii1) all the Securities theretofore authenticated and delivered (other than (i) lost, stolen or destroyed Securities that have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.8 or (ii) all Securities for whose payment United States dollars have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (iii2) all such Securities not theretofore delivered to the Trustee for cancellation (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, year or (3iii) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount in United States dollars sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness Indebtedness on such the Securities not theretofore delivered to the Trustee for cancellation, for including the principal of, premium, if any, and accrued interest to (based upon the date of Cash Interest payable thereon) on, such deposit (in the case of Securities which have become due and payable on or prior to the date of at such deposit) or to the Maturity, Stated Maturity or redemption date, as the case may beRedemption Date; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Independent Counsel, in form and substance reasonably satisfactory to the Trustee, each stating that (i) all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture hereof have been complied withwith and (ii) such satisfaction and discharge will 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 Subsidiary is a party or by which the Company or any Subsidiary is bound. Notwithstanding the satisfaction and discharge of this Indenturehereof, the obligations of the Company to the Trustee under Section 7.07 6.6 and, if money United States dollars shall have been deposited with the Trustee pursuant to clause subclause (2) of Subsection (a) of this SectionSection 12.1, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 12.2 and 8.05 the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order Request cease to be of further effect (except as hereinafter to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a1) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (iiA) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust have been delivered to the Trustee for cancellation; or (iiiB) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1i) have become due and payable, or or (2ii) will become due and payable at their Stated Maturity within one year, or or (3iii) 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 (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption dateRedemption Date, as the case may be; (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.07, and, if money shall have been deposited with the Trustee pursuant to clause subclause (aB) of Clause (1) of this Section, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.02 shall survive such satisfaction and 8.05 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order Request cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a1) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (iiA) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (iiiB) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1i) have become due and payable, or or (2ii) will become due and payable at their Stated Maturity within one year, or or (3iii) 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 (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption dateRedemption Date, as the case may be; (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.07, and, if money shall have been deposited with the Trustee pursuant to clause subclause (aB) of Clause (1) of this Section, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.02 shall survive such satisfaction and 8.05 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, If at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when any time (a) any of the following shall have occurred: (i) no all Securities of any series issued that have been issued hereunder; (ii) all Securities theretofore authenticated and delivered have been delivered by the Company to the Trustee for cancellation (other than Securities that of such series which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.08); or (ii) all the Securities of any series issued that have not been delivered to by the Trustee for cancellation; or (iii) all such Securities not theretofore delivered Company to the Trustee for cancellation (1) shall have become due and payable, or (2) will are by their terms to become due and payable at their Stated Maturity within one year, year or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the such Trustee in the name, Company’s name and at the Company’s expense, of the Company; and the Company has shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, for principal including Principal and interest due or to the date of such deposit (in the case of Securities which have become due and payable on or prior to the such date of such deposit) or to the Stated Maturity maturity or redemption date, as the case may be; ; (b) the Company has paid or caused to be paid all other sums then due and payable hereunder by the Companyunder this Indenture; and and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 8.01 have been complied with. Notwithstanding , then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the satisfaction Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of Principal thereof and discharge of this Indentureinterest thereon, upon the obligations original stated due dates therefor (but not upon acceleration) and remaining rights of the Company holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the Trustee under Section 7.07 and, if money shall have been property so deposited with the Trustee pursuant payable to clause (a) all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Section, Indenture with respect to such series; provided that the provisions rights of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 Holders of the Securities to receive amounts in respect of Principal of and 8.05 interest on the Securities held by them shall survivenot be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii1) all Securities Notes theretofore authenticated and delivered (other than Securities Notes that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iii2) all such Securities the Notes not theretofore delivered to the Trustee for cancellation cancellation (1a) have become due and payable, or or (2b) will become due and payable at their Stated Maturity within one year, or (c) have been called for redemption or (3) 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, or (d) are deemed paid and discharged pursuant to Section 8.03, as applicable; and the Company Company, in the case of (a), (b) or (c) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money or Government Securities sufficient for the purpose of paying and discharging the entire indebtedness on such Securities the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the date of such deposit (in the case of Securities Notes which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.06, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.03, 2.052.06, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order be discharged and cease to be of further effect (except as hereinafter to surviving rights or registration of transfer or exchange of Notes herein expressly provided in this Section 8.01), for) and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, whenwhen either (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (ii) all Securities Notes theretofore authenticated and delivered (other than Securities that (A) Notes which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 hereof and (B) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iiii) all such Securities Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as in trust funds in trust an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness Indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for the principal of, premium, if any, and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (bii) the Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by the CompanyCompany and the Guarantors; and (ciii) the Company has and each of the Guarantors have delivered to the Trustee (i) irrevocable instructions to apply the deposited funds toward payment of the Notes at the Stated Maturities and the Redemption Dates thereof, and (ii) 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 have been complied with; provided, that such Opinion of Counsel may rely, as to matters of fact, -------- upon an Officers' Certificate. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.07 and, if money shall have been deposited with the Trustee pursuant to clause subclause (aa)(ii) of this SectionSection 11.01, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 11.02 and 8.05 the last paragraph of Section 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order Request cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than (x) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 and (y) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1A) have become due and payable, or or (2B) will become due and payable at their Stated Maturity within one year, or or (3C) 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 (A), (B) or (C) above has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal principal, and interest any premium or interest, to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption dateRedemption Date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Sections 4.03(b) and 6.07, the obligations of the Trustee to any Authenticating Agent under Section 7.07 6.14 and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Sectionsubclause 4.01(a)(ii), the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.03 and 8.05 the last paragraph of Section 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity stated maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.03, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which that have become due and payable on or prior to the date of such deposit) or to the Stated Maturity stated maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Officers Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 hereof, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Sectionsection or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 8.03 hereof, the provisions obligations of the Trustee under Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 hereof shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:4.1.1 either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than (a) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.5 and (b) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1a) have become due and payable, or or (2b) will become due and payable at their Stated Maturity within one year, or or (3c) 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 (i) or (ii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity Maturity, Redemption Date or redemption dateRepurchase Date, as the case may be; (b) 4.1.2 the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 4.1.3 the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.7, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to clause (aii) of Section 4.1.1 or this SectionSection 4.1.3, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.2 and 8.05 the last paragraph of Section 10.3 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to surviving rights or registration of transfer or exchange of Notes herein expressly provided in this Section 8.01), for) and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (ii) all Securities Notes theretofore authenticated and delivered (other than Securities that (i) Notes which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 hereof and (ii) Notes for whose payment money has theretofore been irrevocably deposited or caused to be deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or or (iiib) all such Securities Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money in dollars sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness Indebtedness on such Securities issue of Notes not theretofore delivered to the Trustee for cancellation, for the principal of, premium, if any, and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the maturity date of such deposit) or to the Stated Maturity or redemption date, as the case may be;redemption; and (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) 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 have been complied with; provided, that such Opinion of Counsel may rely, as to matters of fact, upon an Officers' Certificate. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 Sections 4.05 and 6.07 and, if money shall have been deposited with the Trustee pursuant to clause subclause (a1)(b) of this SectionSection 11.01, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 11.02 and 8.05 the last paragraph of Section 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order Request cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a1) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (iiA) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid 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 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 (iiiB) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1i) have become due and payable, or or (2ii) will become due and payable at their Stated Maturity within one year, or or (3iii) 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 (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption dateRedemption Date, as the case may be; (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.7, the respective obligations of the Company and 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 (a1) of this Section, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.2 and 8.05 the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), 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, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation have become due and payable, or (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year[ ], or or (3) 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, or (4) are deemed paid and discharged pursuant to section 8.03, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each meeting the applicable requirements of Sections 10.04 and 10.05 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and the Trustee receives written demand from the Company to discharge. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.07, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.01 8.02 and 8.05 shall survive.

Satisfaction and Discharge of Indenture. For purposes of the Additional Tier 1 Securities, ‎Section 4.01 of the Capital Securities Indenture shall be amended and restated in its entirety and shall read as follows: This Indenture shall upon Company Order Request, subject to ‎Section 4.04 of the Capital Securities Indenture, cease to be of further effect with respect to the Additional Tier 1 Securities (except as hereinafter to any surviving rights of registration of transfer or exchange of the Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, the Indenture with respect to the Additional Tier 1 Securities when: (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (ii) all Additional Tier 1 Securities theretofore authenticated and delivered (other than Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 of the Capital Securities Indenture) have been delivered to the Trustee for cancellation; or (iii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder (including Accrued Interest, if any) by the CompanyCompany with respect to the Additional Tier 1 Securities; and (c) 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 the Indenture with respect to the Additional Tier 1 Securities have been complied with. . (d) Notwithstanding the any satisfaction and discharge of this the Indenture, the obligations of the Company to the Trustee under Section 7.07 and6.07 of the Capital Securities Indenture, if money shall have been deposited with the obligations of the Trustee pursuant to clause (a) any Authenticating Agent under Section 6.15 of this Section, the provisions Capital Securities Indenture and the obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under ‎Section 4.02 of the Capital Securities Indenture and 8.05 the last paragraph of Section 10.03 of the Capital Securities Indenture shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.08, 8.01, 8.02 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Upon the written request of the Company, this Indenture shall upon Company Order will cease to be of further effect (except as hereinafter provided in this Section 8.01)effect, and the Trustee, at the expense of the Company, shall will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either (a) any of all the following shall have occurred: (i) no Securities have been issued hereunder; (ii) all Securities Notes theretofore authenticated and delivered (other than Securities that Notes which have been mutilated, destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.10) have been delivered to the Trustee for cancellation; or (iiib) all such Securities Notes not theretofore delivered to the Trustee for cancellation (1) have become come due and payable, by reason of the making of a notice of redemption or (2) will otherwise become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose in an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness Indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities Notes which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption dateRedemption Date, as the case may be; (b2) 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; (3) the Company has paid or caused to be paid all other sums payable hereunder by the Company; (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money and/or non-callable Government Securities toward the payment of the Notes at maturity or the redemption date, as the case may be; and (c5) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 5.07 and, if money shall have been deposited with the obligations of the Trustee pursuant to clause (a) under Section 3.02 and the last paragraph of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 Section 10.03 shall survive.

Satisfaction and Discharge of Indenture. (a) This Indenture shall upon Company Order cease to be of further force and effect (except as hereinafter to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for 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, when (a) any of the following shall have occurredwhen either: (i) no Securities have been issued hereunder; (ii1) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.08 and (ii) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 2.04) have been delivered to the Trustee for cancellation; or (iii2) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether on the Final Maturity Date or a Fundamental Change Purchase Date, upon conversion or otherwise, provided, that: (2i) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust Trustee, a Paying Agent (other than the Company or any of its Affiliates) or a Conversion Agent, if applicable, immediately available funds and/or shares of Common Stock, if applicable, in trust an amount sufficient for the purpose of paying and discharging the entire in an amount sufficient to pay and discharge all indebtedness on and obligations related to such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest (including Additional Interest and Special Interest, if any) to the date of such deposit (in and/or for the case payment of Securities which have become amounts due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may beupon conversion; (bii) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (ciii) 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 have been complied with. . (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company with respect to the Trustee under Section 7.07 9.07 and, if money shall have been deposited with the Trustee pursuant to clause (a2) of this SectionSection 10.01(a), the provisions of Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 8.012.13 and 6.01, 8.02 and 8.05 this Article 10 shall survivesurvive until the Securities have been paid in full.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity stated maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.03, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which that have become due and payable on or prior to the date of such deposit) or to the Stated Maturity stated maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 hereof, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this SectionSection or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 8.03 hereof, the provisions obligations of the Trustee under Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 hereof shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the CompanyCompany under this Indenture; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than (A) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 and (B) Securities for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on evidenced by such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.07 and, if money shall have been deposited with the Trustee pursuant to clause (aa)(ii) of this SectionSection 4.01, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.02 and 8.05 the last paragraph of Section 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. For purposes of the Contingent Capital Notes, ‎Section 4.01 of the Contingent Convertible Securities Indenture shall be amended and restated in its entirety and shall read as follows: This Indenture shall upon Company Order Request cease to be of further effect with respect to the Contingent Capital Notes (except as hereinafter to any surviving rights of registration of transfer of the Contingent Capital Notes herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, the Indenture with respect to the Contingent Capital Notes when: (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (ii) all Securities Contingent Capital Notes theretofore authenticated and delivered (other than Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 of the Contingent Convertible Securities Indenture) have been delivered to the Trustee for cancellation; or (iii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder (including Accrued Interest, if any) by the CompanyCompany with respect to the Contingent Capital Notes; and (c) 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 the Indenture with respect to the Contingent Capital Notes have been complied with. Notwithstanding the any satisfaction and discharge of this the Indenture, the obligations of the Company to the Trustee under Section 7.07 and6.07 of the Contingent Convertible Securities Indenture, if money shall have been deposited with the obligations of the Trustee pursuant to clause (a) any Authenticating Agent under Section 6.14 of this Section, the provisions Contingent Convertible Securities Indenture and the obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under ‎Section 4.02 of the Contingent Convertible Securities Indenture and 8.05 the last paragraph of Section 10.03 of the Contingent Convertible Securities Indenture shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. (a) This Indenture shall upon Company Order cease to be of further force and effect (except as hereinafter to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for 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, when (a) any of the following shall have occurredwhen either: (i) no Securities have been issued hereunder; (iiA) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.07 and (ii) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (iiiB) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 whether at the expense, of the CompanyFinal Maturity Date or upon conversion or otherwise; and provided that (1) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust Trustee, a Paying Agent (other than the Company or any of its Affiliates) or a Conversion Agent, if applicable, immediately available funds in trust an amount sufficient and/or Conversion Shares, if applicable, for the purpose of paying and discharging the entire in an amount sufficient to pay and discharge all indebtedness on and obligations related to such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest (including Additional Interest, if any) to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption dateConversion Date, as the case may be; (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) 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 have been complied with. . (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company with respect to the conversion privilege and the Conversion Rate of the Securities pursuant to Article 4, the obligations of the Company to the Trustee under Section 7.07 8.07 and, if money shall have been deposited with the Trustee pursuant to clause (a2) of this SectionSection 9.01(a), the provisions of Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.082.12, 8.015.01 and 12.05, 8.02 Article 4, and 8.05 this Article 9, shall survivesurvive until the Securities have been paid in full.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order Request cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Notes herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a1) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (iiA) all Securities Notes theretofore authenticated and delivered (other than Securities that (i) Notes which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iiiB) all such Securities Notes not theretofore delivered to the Trustee for cancellation cancellation (1i) have become due and payable, or or (2ii) will become due and payable at their Stated Maturity within one year, and the Company, in the case of (i) or (3ii) 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 nameabove, and at the expense, of the Company; and the Company has irrevocably deposited or caused to be deposited with the Trustee Trustee, cash or U.S. Government Obligations, as trust funds in trust for the purpose, an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal and interest Installment Payments to the date of such deposit (in the case of Securities Notes which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption date, as the case may beMaturity; (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.07, and, if money shall have been deposited with the Trustee pursuant to clause subclause (aB) of Clause (1) of this Section, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.02 and 8.05 the last paragraph of Section 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than (A) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 and (B) Securities for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 6.04) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on Indebtedness evidenced by such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 12.07 and, if money shall have been deposited with the Trustee pursuant to clause (a) of this SectionSection 14.01(a)(ii), the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 14.02 and 8.05 the last paragraph of Section 6.04 shall survive.

Satisfaction and Discharge of Indenture. This Indenture (including the Issuer and each Guarantor’s obligations hereunder) shall upon Company Order Issuer Request cease to be of further effect (except as hereinafter provided in this Section 8.01)effect, and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid 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 Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.3) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1A) have become due and payable, or or (2B) will become due and payable at their Stated Maturity within one year, or or (3C) 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; Issuer, and the Company Issuer, in the case of (A), (B) or (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 for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest (except in the case of any Securities that do not have a Stated Maturity) to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption dateRedemption Date, as the case may be; (b) the Company Issuer has paid or caused to be paid all other sums payable hereunder by the CompanyIssuer; and (c) the Company Issuer 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the issuance of temporary Securities provided for in Section 3.4, the rights of registration of transfer or exchange of Securities provided for in Section 3.5, the provisions of Section 3.6, the indemnity provided in the last paragraph of Section 7.5, the obligations of the Company Issuer to the Trustee under Section 7.07 7.10, the obligations of the Trustee to any Authenticating Agent under Section 7.17 and, if money shall have been deposited with the Trustee pursuant to clause subclause (ii) of section (a) of this Sectionabove, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.2 and 8.05 the last paragraph of Section 11.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity stated maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.03, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity stated maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.07, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this SectionSection or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 8.03, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, the Trustee under Section 8.02 and Section 8.05 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this SectionSection or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 8.3, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 8.2 and 8.05 Section 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (subject to Section 11.06 and except as hereinafter to surviving rights of registration of transfer, transfer, exchange and replacement of Notes expressly provided in this Section 8.01), for herein or pursuant hereto) and the Trustee, at the request and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture when (1) either (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) Outstanding Notes have been delivered to the Trustee for cancellationcancellation in accordance with this Indenture; or (iiib) all such Securities Notes not theretofore delivered to the Trustee for cancellation cancellation (1i) have become due and payable, or or (2ii) will become due and payable at their Stated Maturity within one year, or or (3iii) are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee in its sole discretion for the giving of notice of redemption by the Trustee in the name, name and at the expense, expense of the Company; Issuer, and the Company Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying to pay and discharging the entire indebtedness on such Securities discharge all Notes not theretofore delivered to the Trustee for cancellation, for principal of (and premium, if any, on), and interest on, the Notes to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption datethe Redemption Date, as the case may be; (b2) the Company Issuer has paid or caused to be paid all other sums payable hereunder by the CompanyIssuer hereunder; and (c3) the Company Issuer 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 Sections 6.07 and 6.09 and, if money shall have been deposited with the Trustee pursuant to clause (a1)(b) of this SectionSection 4.01, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.02 and 8.05 the last paragraph of Section 9.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Notes herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) any of the following shall have occurredeither: (i) no Securities have been issued hereunder; (ii) all Securities theretofore Notes previously issued, authenticated and delivered (other than Securities that (A) Notes which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.6 (Payment of Interest; Interest Rights Preserved), (B) Notes for whose payment money has previously been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.2 (Redemption at the Company’s Option) or (C) Notes that have been subject to defeasance under Article 11 (Defeasance and Covenant Defeasance) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities Notes not theretofore previously delivered to the Trustee for cancellation cancellation: (1A) have become due and payable, or ; or (2B) will become due and payable at their Stated Maturity within one year, or ; or (3C) 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 (A), (B) or (C) in subclause (ii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities Notes not theretofore previously delivered to the Trustee or any Paying Agent for cancellation, for principal (and interest premium, if any) and interest, and Additional Amounts, if any, to the date of such deposit (in the case of Securities Notes which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption dateRedemption 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; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.7 (Compensation and Reimbursement) and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.2 (Application of Trust Money) and 8.05 the last paragraph of Section 10.2 (Redemption at the Company’s Option) shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurredeither: (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than (A) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.7 and (B) Securities for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on evidenced by such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.7 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this SectionSection 4.1, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.2 and 8.05 the last paragraph of Section 10.3 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the CompanyIssuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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 CompanyIssuers, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company has irrevocably Issuers, in the case of (1), (2) or (3) above, have deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has Issuers have paid or caused to be paid all other sums payable hereunder by the CompanyIssuers; and (c) the Company has Issuers have 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company Issuers to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.088.1, 8.01, 8.02 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order be discharged and shall cease to be of further effect (except as hereinafter to surviving rights of registration of transfer or exchange of Securities as expressly provided in this Section 8.01)for herein) as to all Outstanding Securities hereunder, and the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii1) all such Securities theretofore previously authenticated and delivered (other than except (A) lost, stolen or destroyed Securities that have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.08 or (B) all Securities whose payment has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Sections 2.04 and 2.05) have been delivered to the Trustee for cancellation; or (iii2) all such Securities not theretofore delivered to the Trustee for cancellation (1) cancellation, have become due and payable, whether at the Final Maturity Date, a Redemption Date or (2) will become due and payable at their Stated Maturity within one yeara Fundamental Change Purchase Date, or (3) 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 nameupon conversion or otherwise, and at the expense, of the Company; and the Company has shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount money sufficient for the purpose of paying and discharging the entire indebtedness on to pay all such Securities not theretofore delivered at the Final Maturity Date, such Redemption Date, Fundamental Change Purchase Date or other maturity date, including interest (including Contingent Interest and Additional Interest, if any) thereon to the Trustee for cancellationFinal Maturity Date, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on Redemption Date, Fundamental Change Purchase Date or prior to the date of such deposit) or to the Stated Maturity or redemption other maturity date, as the and any shares of Common Stock or other property due in respect of converted Securities, and if in each such case may be; (b) the Company has paid or caused to be shall have paid all other sums payable hereunder by the Company; and. (cb) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenturehereof, the obligations of the Company to the Trustee under Section 7.07 8.07 and, if money United States dollars and/or shares of Common Stock or other property shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this SectionSection 9.01, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 9.02 and 8.05 the last paragraph of Section 2.04 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than (A) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 and (B) Securities for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 6.04) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on evidenced by such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 12.07 and, if money shall have been deposited with the Trustee pursuant to clause (a) of this SectionSection 14.01(a)(ii), the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 14.02 and 8.05 the last paragraph of Section 6.04 shall survive.

Satisfaction and Discharge of Indenture. (a) This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this to: (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 8.01)3.2, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7) and the obligations of the Indenture Trustee under Sections 4.2 and 6.4) and (vi) the rights of Noteholders and Swap Counterparty as beneficiary hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture with respect to the Notes, when when (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (iiA) all Securities Notes theretofore authenticated and delivered to Noteholders (other than Securities (x) Notes that have been destroyed, lost or stolen and that have been replaced or paidpaid as provided in Section 2.5 and (y) Notes in respect of which funds have theretofore been deposited in trust or segregated and held in trust by the Issuer as provided in Section 6.16(i)) have been delivered to the Trustee for cancellation; or (iii) all such Securities not theretofore delivered to the Indenture Trustee for cancellation and (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (bB) the Company Issuer has paid or caused to be paid or provided for (to the satisfaction of the Person entitled thereto) all other sums due and payable hereunder by with respect to the CompanySwap Agreement; and (c) provided that the Company Issuer has delivered to the Indenture Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. . (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company Issuer to the Indenture Trustee under Section 7.07 and6.7, and if money funds shall have been deposited with the Indenture Trustee pursuant to clause (a) of this SectionSection 4.1(a)(A)(y), the provisions obligations of the Indenture Trustee under Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 4.2 and 8.05 6.17 (in its capacity as Paying Agent) shall survive. (c) The Indenture Trustee shall provide prompt written notice to each Rating Agency of any satisfaction and discharge of this Indenture pursuant to this Article IV.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for 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, when (a1) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (iiA) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.7 and (ii) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (iiiB) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1i) have become due and payable, or or (2ii) will become due and payable at their Stated the Final Maturity Date within one year, (2) and the Company, in the case of clause (i) or (3ii) 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 nameabove, and at the expense, of the Company; and the Company 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 cash in an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest (including Additional Interest, if any) to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Final Maturity or redemption date, as the case may beDate; (b3) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c4) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 9.7 shall survive and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (a1) of this Section, the provisions of Sections 2.042.3, 2.052.4, 2.072.5, 2.082.6, 8.012.7, 8.02 2.12, and 8.05 12.5, Article 3, Article 4, the last paragraph of Section 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 Order cease to be of further effect If at any time (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (iia)(i) all Securities theretofore of any series issued that have been authenticated and delivered have been delivered by the Company to the Trustee for cancellation (other than Securities that of such series which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.08); or (ii) all the Securities of any series issued that have not been delivered to by the Trustee for cancellation; or (iii) all such Securities not theretofore delivered Company to the Trustee for cancellation (1) shall have become due and payable, or (2) will are by their terms to become due and payable at their Stated Maturity within one year, year or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the such Trustee in the name, Company’s name and at the Company’s expense, of the Company; and the Company has shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 10.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, for principal including Principal and interest due or to the date of such deposit (in the case of Securities which have become due and payable on or prior to the such date of such deposit) or to the Stated Maturity maturity or redemption date, as the case may be; ; (b) the Company has paid or caused to be paid all other sums then due and payable hereunder by the Companyunder this Indenture; and and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 8.01 have been complied with. Notwithstanding , then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the satisfaction Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of Principal thereof and discharge of this Indentureinterest thereon, upon the obligations original stated due dates therefor (but not upon acceleration) and remaining rights of the Company holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the Trustee under Section 7.07 and, if money shall have been property so deposited with the Trustee pursuant payable to clause (a) all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this SectionIndenture with respect to such series; provided that the rights of Holders of the Securities to receive amounts in respect of Principal of, premium, if any, and interest on the provisions Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and 8.05 shall surviveproperly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.088.1, 8.01, 8.02 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than (A) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 and (B) Securities for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become payable due and payable at to their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory due to the Trustee for the giving Company's election of notice of redemption by the Trustee in the name, and at the expense, of the Company; its right to redeem such Securities and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on evidenced by such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.07 and, if money shall have been deposited with the Trustee pursuant to clause subclause (ii) of Clause (a) of this Section, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.02 and 8.05 the last paragraph of Section 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order be discharged with respect to the Securities of any Series and cease to be of further effect as to all Securities of such Series (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities of such Series theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities of such Series not theretofore delivered to the Trustee for cancellation cancellation: (1) have become due and payable, payable by reason of sending a notice of redemption or otherwise, (2) will become due and payable at their Stated Maturity within one year, or , (3) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money or U.S. Government Obligations, which amount shall be sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for each installment of principal (including mandatory sinking fund payments or analogous payments) of and interest to on all the date Securities of such deposit (in Series on the case dates such installments of Securities which have become due and payable on principal or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may beinterest are due; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 contemplated by this Indenture Section have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, (x) the obligations of the Company to the Trustee under Section 7.07 and7.7, (y) if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.088.2 and 8.5, 8.01and (z) the rights, 8.02 powers, trusts and 8.05 immunities of the Trustee hereunder and the Company’s obligations in connection therewith shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee and Co-Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurredeither: (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than (A) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.13 and (B) Securities for whose payment money has theretofore been deposited with the Trustee or the Co-Trustee in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 10.03) have been delivered to the Trustee or the Co-Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee or Co-Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee or the Co-Trustee as trust funds in trust for this purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on evidenced by such Securities not theretofore delivered to the Trustee or the Co-Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee and the Co-Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and the Co-Trustee under Section 7.07 6.07 and, if money shall have been deposited with the Trustee and the Co-Trustee pursuant to clause (a) of this SectionSection 4.01(a)(ii), the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee and 8.05 the Co-Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:Either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.088.1, 8.01, 8.02 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company or any of the Guarantors, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has and Guarantors have paid or caused to be paid all other sums payable hereunder by the CompanyCompany and the Guarantors; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantors to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.088.1, 8.01, 8.02 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities Notes theretofore authenticated and delivered (other than Securities Notes that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities Notes not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities Notes which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.3, 2.052.7, 2.072.14, 2.088.1, 8.01, 8.02 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order Request cease to be of further effect with respect to the Notes specified in such Company Request (except as hereinafter to rights of registration of transfer or exchange of Notes herein expressly provided in this Section 8.01for), and the TrusteeTrustee on receipt of the Company Request, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities Notes theretofore authenticated and delivered (other than Securities that (A) Notes which have been mutilated, destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.07 and (B) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities Notes not theretofore delivered to the Trustee for cancellation cancellation: (1A) have become due and payable, or or (2B) will become due and payable at their Stated Maturity within one year, and the Company, in the case of (A) or (3B) 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 nameabove, and at the expense, of the Company; and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities Notes which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption dateMaturity, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ ' Certificate and or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such Notes have been complied with. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to the Notes, the obligations of the Company to the Trustee under Section 7.07 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.13 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (ai) of this Section, the provisions obligations of the Company under Sections 2.043.04, 2.053.05, 2.073.07 and 10.02, 2.08, 8.01, 8.02 shall survive such satisfaction and 8.05 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of transfer or exchange of Debentures herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute the proper instruments instrument acknowledging satisfaction and discharge of this Indenture, Indenture when (a1) any of the following shall have occurred: either (A) all Debentures theretofore authenticated and delivered, other than (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that Debentures which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.07, and (ii) Debentures for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 8.03, have been delivered to the Trustee canceled or for cancellation; or or (iiiB) all such Securities Debentures not theretofore delivered to the Trustee canceled or for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities Debentures not theretofore delivered to the Trustee canceled or for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;Maturity; and (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 6.07 shall survive.

Satisfaction and Discharge of Indenture. This The Company may terminate its obligations under this Indenture shall upon Company Order cease to be of further effect and the Notes (except as hereinafter to surviving rights and obligations expressly provided for in the last paragraph this Section 8.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, ) when: (a) any of the following shall have occurredeither: (i1) no Securities all the Notes that have been issued hereunder; (ii) all Securities theretofore authenticated and delivered have been accepted by the Trustee for cancellation (other than Securities that any Notes which shall have been destroyed, lost or stolen and that which shall have been replaced or paid) have been delivered to the Trustee for cancellationpaid as provided in Section 2.07); or (iii2) (x) all such Securities not theretofore delivered to the Trustee for cancellation (1) outstanding Notes issued under this Indenture have become due and payable, ; (y) all outstanding Notes issued under this Indenture have or (2) will become due and payable at their the Stated Maturity within one year, ; or (3z) all outstanding Notes issued under this Indenture are subject to be called for redemption within one year under (and the Company shall have entered into arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameredemption), and at the expensein each case, of the Company; and the Company has shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered making payments to the Trustee for cancellationHolders under this Indenture an amount of cash (which may include Governmental Obligations), for principal and interest dedicated solely to the date benefit of such deposit (in the case of Securities which have become due Holders, sufficient to pay and payable discharge all outstanding Notes issued under the Indenture on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;scheduled date of redemption; and (b) the Company has shall have paid or caused to be paid all other sums then due and payable hereunder by the Companyunder this Indenture; and (c) the Company has shall 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 under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding If the satisfaction and discharge of this Indentureforegoing conditions are met, the Trustee, on demand and at the cost and expense of the Company, shall execute proper instruments prepared by the Company acknowledging such satisfaction of and discharging this Indenture and the Notes except as to: (i) rights of registration of transfer and exchange of Notes; (ii) the Company’s right of optional redemption; (iii) substitution of mutilated, defaced, destroyed, lost or stolen Notes; (iv) rights of Holders to receive payment of the principal amount, premium (if any) and interest when due and payable, solely out of the trust created pursuant to this Section 8.01; (v) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s and the Guarantors’ obligations in connection therewith; and (vi) the rights of the Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; and the rights of the Company to the Trustee under Section 7.07 and, if be repaid any money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 8.05 and 8.05 shall surviveSection 8.06.

Satisfaction and Discharge of Indenture. This Indenture shall upon The Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), may terminate its and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of Guarantors‟ obligations under this Indenture, the Notes, the Secured Note Guarantees and the Security Documents when: (a) any of the following shall have occurredeither: (i1) no Securities all the Notes that have been issued hereunder; (ii) all Securities theretofore authenticated and delivered have been accepted by the Trustee for cancellation (other than Securities that any Notes which shall have been destroyed, lost or stolen and that which shall have been replaced or paid) have been delivered to the Trustee for cancellationpaid as provided in Section 2.07); or (iii2) (x) all such Securities not theretofore delivered to the Trustee for cancellation (1) outstanding Notes issued under this Indenture have become due and payable, ; (y) all outstanding Notes issued under this Indenture have or (2) will become due and payable at their the Stated Maturity within one year, ; or (3z) all outstanding Notes issued under this Indenture are subject to be called for redemption within one year under (and the Company shall have entered into arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameredemption), and at the expensein each case, of the Company; and the Company has irrevocably shall have deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered making payments to the Trustee for cancellationHolders under this Indenture an amount (which may include Governmental Obligations), for principal and interest dedicated solely to the date benefit of such deposit (in the case of Securities which have become due Holders, sufficient to pay and payable discharge all outstanding Notes issued under this Indenture on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;scheduled date of redemption; and (b) the Company has shall have paid or caused to be paid all other sums then due and payable hereunder by the Companyunder this Indenture; and (c) the Company has shall have delivered to the Trustee an Officers’ Officers‟ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding If the foregoing conditions are met, the Trustee, on demand and at the cost and expense of the Company, shall execute such instruments prepared by the Company acknowledging such satisfaction of and discharge of discharging this Indenture, the Notes and the Secured Note Guarantees and the release of the Liens securing the Secured Note Guarantees except as to: (i) rights of registration of transfer and exchange of Notes; (ii) the Company‟s right of optional redemption; (iii) substitution of mutilated, defaced, destroyed, lost or stolen Notes; (iv) rights of Holders to receive payment of the principal amount, premium (if any) and interest when due and payable, solely out of the trust created pursuant to this Section 8.01; (v) the rights, powers, trusts, duties and immunities of the Trustee and the Collateral Agent, and the Company‟s and the Guarantors‟ obligations in connection therewith; and (vi) the rights of the Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; and the rights of the Company to the Trustee under Section 7.07 and, if be repaid any money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 Section 8.05 and 8.05 shall surviveSection 8.06.

Satisfaction and Discharge of Indenture. (a) This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Notes herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (ai) any of the following 100 days shall have occurred:elapsed since either (i) no Securities have been issued hereunder; (iiA) all Securities Notes theretofore authenticated and delivered (other than Securities that (1) Notes which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.04 and (2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 8.03(c)) have been delivered to the Trustee for cancellation; or (iiiB) the final installments of principal on all such Securities Notes not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity Maturity, as applicable, within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities Notes which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption date, as the case may bethereof; (bii) the Company has paid or caused to be paid all other sums payable hereunder by the CompanyCompany for the benefit of the Noteholders; and (ciii) 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 have been complied with. At such time, the Trustee shall deliver to the Company or, upon Company Order, its assignee, all cash, securities and other property held by it as part of the Trust Estate other than funds deposited with the Trustee pursuant to Section 10.01(a)(i)(B), for the payment and discharge of the Notes. (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section Sections 7.07 and 8.11, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this SectionSection 10.01(a)(i)(B), the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 10.02 and 8.05 Section 8.03(c) shall survive. (c) The Trustee shall provide prompt written notice to each Rating Agency of any satisfaction and discharge of this Indenture pursuant to this Article 10.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii1) all Securities Notes theretofore authenticated and delivered (other than Securities Notes that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iii2) all such Securities the Notes not theretofore delivered to the Trustee for cancellation cancellation: (1a) have become due and payable, or or (2b) will become due and payable at their Stated Maturity within one year, or (c) have been called for redemption or (3) 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, or (d) are deemed paid and discharged pursuant to Section 8.03, as applicable; and the Company Company, in the case of (a), (b) or (c) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money or Government Securities sufficient for the purpose of paying and discharging the entire indebtedness on such Securities the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the date of such deposit (in the case of Securities Notes which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.06, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.03, 2.052.06, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; oror 23 (iii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 9.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust in an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 8.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this SectionSection or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 9.3, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 9.2 and 8.05 Section 9.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for and except as further provided below), and the Trustee, on demand of and at the expense of the CompanyObligors, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a1) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (iiA) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.7 and (ii) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Obligors as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (iiiB) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory of the maturity date for the applicable series or, only in relation to the Trustee for the giving 4.0% Notes due 2013, within one year of notice of redemption by the Trustee in the nameMay 20, 2011, and at the expense, of the Company; and the Company has Obligors have irrevocably deposited or caused to be irrevocably deposited cash with the Trustee or a Paying Agent (other than the Obligors or any of their Affiliates) as trust funds in trust an amount sufficient for the purpose of paying and discharging 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 interest (including Additional Interest, if any) to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may bepayable); (b2) the Company has Obligors have paid or caused to be paid all other sums payable hereunder by the CompanyObligors; and (c3) the Company has Obligors have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company Obligors to the Trustee under Section 7.07 9.7 shall survive and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (a1) of this Section, the provisions of Sections 2.042.3, 2.052.4, 2.072.5, 2.082.6, 8.012.7, 8.02 2.12, Article IV, Section 6.1, Section 6.2, this Article 10 and 8.05 Section 12.5, shall survivesurvive until the Securities have been paid in full.

Satisfaction and Discharge of Indenture. (a) This Indenture and the other Note Documents shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities expressly provided in this Section 8.01for herein or pursuant hereto and any right to receive Additional Amounts as contemplated by Article 12), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture and the other Note Documents, when (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Outstanding Securities that have been destroyedauthenticated, lost except lost, stolen or stolen and destroyed Securities that have been replaced or paid) paid and Securities for which payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; , or (iii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (bii) the Company has paid or caused to be paid all other sums payable hereunder by the CompanyCompany with respect to the Outstanding Securities (other than contingent obligations or liabilities for which no claim or demand for payment has been made); and (ciii) 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 have been complied with. Notwithstanding . (b) After the conditions to discharge contained in this Article 9 have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon written request shall acknowledge in writing the discharge of this Indenture, the obligations of the Company to and the Trustee Insurer under Section 7.07 and, if money shall have been deposited with this Indenture and the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall surviveother Note Documents.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust in an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this SectionSection or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 8.3, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 8.2 and 8.05 Section 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order Request cease to be of further effect (except as hereinafter provided in this Section 8.01expressly provided), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii1) all Securities theretofore authenticated and delivered (other than (A) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 306 and (B) Securities deemed to have been paid in accordance with Section 701) have been delivered to the Trustee for cancellation; or (iii2) all such Securities not theretofore delivered to the Trustee for cancellation (1other than Securities described in clause (1)(A) above) shall be deemed to have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 been paid in the name, and at the expense, of the Company; and the Company has irrevocably deposited or caused to be deposited accordance with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may beSection 701; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. In the event there shall be 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 all series as to which it is Trustee and if the other conditions thereto are met. In the event there shall be two or more Trustees hereunder, then the effectiveness of each such instrument from each Trustee hereunder shall be conditioned upon receipt of such instruments from each other Trustee hereunder. Notwithstanding the satisfaction and discharge of this IndentureIndenture as aforesaid, the obligations of the Company to and the Trustee under Sections 304, 305, 306, 404, 503 (as to notice of redemption), 602, 603, 907 and 914 and this Article Seven shall survive. Upon satisfaction and discharge of this Indenture as provided in this Section, the Trustee shall assign, transfer and turn over to the Company, subject to the lien provided by Section 7.07 and907, if any and all money, securities and other property then held by the Trustee for the benefit of the Holders of the Securities other than money shall have been deposited with and Eligible Obligations held by the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall surviveSection 703.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paidpaid as provided in Section 2.8) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money or U.S. Government Obligations sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.08, 8.01, 8.02 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to surviving rights or registration of transfer or exchange of Securities herein expressly provided in this Section 8.01), for) and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred: (i1) no Securities have been issued hereunder; either (iia) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.07 hereof and (ii) Securities for whose payment money has theretofore been irrevocably deposited or caused to be deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or or (iiib) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under irrevocable 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money in dollars sufficient for to pay and discharge all sums payable hereunder by the purpose Company with respect to such issue of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for the principal of, premium, if any, and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the maturity date of such deposit) or to the Stated Maturity or redemption date, as the case may be;redemption; and (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) 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 have been complied with; provided, that such Opinion of Counsel may rely, as to matters of fact, upon an Officers' Certificate. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 Sections 4.05 and 6.07 and, if money shall have been deposited with the Trustee pursuant to clause subclause (a1)(b) of this SectionSection 11.01, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 11.02 and 8.05 the last paragraph of Section 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurredeither: (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than (A) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.7 and (B) Securities for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on evidenced by such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.8 and, if money shall have been deposited with the Trustee pursuant to clause (a) of this SectionSection 4.1(a)(ii), the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.2 and 8.05 the last paragraph of Section 10.3 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (subject to Section 1106 and except as hereinafter to surviving rights of registration of transfer, transfer, exchange and replacement of Securities expressly provided in this Section 8.01), for herein or pursuant hereto) and the Trustee, at the request and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture when (1) either (a) any of the following shall have occurred: (i) no all Outstanding Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiib) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1i) have become due and payable, or or (2ii) will become due and payable at their Stated Maturity within one year, or or (3iii) are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee in its sole discretion for the giving of notice of redemption by the Trustee in the name, name and at the expense, expense of the Company; Issuer, and the Company Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such the Securities not theretofore delivered to the Trustee for cancellation, for principal of (and premium, if any, on), and interest on, the Securities to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption datethe Redemption Date, as the case may be; (b2) the Company Issuer has paid or caused to be paid all other sums payable hereunder by the CompanyIssuer hereunder; and (c3) the Company Issuer 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 Sections 607 and 609 and, if money shall have been deposited with the Trustee pursuant to clause (a1)(b) of this SectionSection 401, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 402 and 8.05 the last paragraph of Section 903 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), 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, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation have become due and payable, or (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year[ ], or or (3) 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, or (4) are deemed paid and discharged pursuant to section 8.03, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each meeting the applicable requirements of Sections 10.04 and 10.05 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding with and the satisfaction and discharge of this Indenture, the obligations of Trustee receives written demand from the Company to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survivedischarge.

Satisfaction and Discharge of Indenture. (a) This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Notes herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (ai) any of the following 100 days shall have occurred:elapsed since either (i) no Securities have been issued hereunder; (iiA) all Securities Notes theretofore authenticated and delivered (other than Securities that (1) Notes which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.04 and (2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 8.03(c)) have been delivered to the Trustee for cancellation; or (iiiB) the final installments of principal on all such Securities Notes not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity Maturity, as applicable, within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities Notes which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption date, as the case may bethereof; (bii) the Company has and the Administrator have paid or caused to be paid all other sums payable hereunder by the CompanyCompany and the Administrator for the benefit of the Noteholders and the Trustee; and (ciii) 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 have been complied with. At such time, the Trustee shall deliver to the Company all cash, securities and other property held by it as part of the Trust Estate other than funds deposited with the Trustee pursuant to Section 10.01(a)(i)(B), for the payment and discharge of the Notes. (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section Sections 7.07 and 8.11, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this SectionSection 10.01(a)(i)(B), the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 10.02 and 8.05 Section 8.03(c) shall survive. (c) The Trustee shall provide prompt written notice to each Rating Agency of any satisfaction and discharge of this Indenture pursuant to this Article 10.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurredeither: (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.08, 8.01, 8.02 8.2 and 8.05 8.5 shall survive. If the Company exercises the satisfaction and discharge provisions in compliance with this Indenture with respect to Securities of a particular Series that are entitled to the benefit of the Guarantee of any Guarantor, the Guarantee will terminate with respect to that series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (ii) the Company shall deliver to the Security Registrar for cancellation all Securities theretofore authenticated and delivered (other than any Securities that have been destroyed, lost or stolen and that in lieu of or in substitution for which other Securities shall have been replaced or paidauthenticated and delivered) have been delivered to the Trustee for cancellationand not theretofore canceled; or (iiiii) all such Securities not theretofore canceled or delivered to the Trustee for cancellation (1) shall have become due and payable, or (2) will become due and payable at their the Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee Date for the giving of notice of redemption by the Trustee in the name, and at the expense, payment of the Company; principal amount thereof or on any Change in Control Purchase Date, and the Company has irrevocably deposited or caused to be deposited shall deposit with the Trustee Trustee, in trust, or deliver to the Holders cash funds or Company Common Shares, as trust funds in trust an amount applicable, sufficient for the purpose to pay all amounts due on all of paying and discharging the entire indebtedness on such Securities (other than any Securities that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, for including principal and interest to the date of such deposit (due, accompanied, except in the case of event the Securities which have become are due and payable on solely in cash or prior to the date of such deposit) or to Company Common Shares at the Stated Maturity Date or redemption dateupon an earlier Change in Control Purchase Date, by a verification report as to the case may be; (b) sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company has paid shall also pay or caused cause to be paid all other sums payable hereunder by the Company; and , then this Indenture shall cease to be of further effect (cexcept as to (A) rights hereunder of Holders of the Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (B) the Company has delivered to rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’ Officer’s Certificate and an Opinion of CounselCounsel and at the cost and expense of the Company, each stating that all conditions precedent herein provided for relating to the shall execute proper instruments acknowledging satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the satisfaction and discharge of this IndentureIndenture pursuant to this Article IV, the obligations of the Company to the Trustee under Section 7.07 6.07, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to clause (a) the preceding paragraph of this SectionSection 4.01, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.02 and 8.05 the last paragraph of Section 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange or conversion of Notes herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities Notes theretofore authenticated and delivered (other than Securities that (i) Notes which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.08 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust,) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal the Principal Amount (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this IndentureIndenture pursuant to this Article 14, the obligations of the Company to the Trustee, and the obligations of the Trustee under Section 7.07 and, if money 13.02 shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 survive such satisfaction and 8.05 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order be discharged with respect to the Securities of any Series and cease to be of further effect as to all Securities of such Series (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities of such Series theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities of such Series not theretofore delivered to the Trustee for cancellation (1) cancellation Section 8.1 have become due and payablepayable by reason of sending a notice of redemption or otherwise, or (2) or Section 8.2 will become due and payable at their Stated Maturity within one year, or Section 8.3 have been called for redemption or (3) 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, or Section 8.4 are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company has Company, in the case of (1), (2) or (3) above, shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money or U.S. Government Obligations, which amount shall be sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for each installment of principal (including mandatory sinking fund or analogous payments) of and interest to on all the date Securities of such deposit (in Series on the case dates such installments of Securities which have become due and payable on principal or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may beinterest are due; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has shall have 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 contemplated by this Indenture Section have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.08, 8.01, 8.02 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for 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, when (a1) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (iiA) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.07 and (ii) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iiiB) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be irrevocably deposited cash with the Trustee or a Paying Agent (other than the Company or any of its Affiliates) as trust funds in trust an amount sufficient for the purpose of paying and discharging 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 interest (including contingent interest, if any) to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may bepayable); (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 9.07 shall survive and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (a1) of this Section, the provisions of Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.082.12, 8.013.02, 8.02 3.03, 3.04, 3.05, 3.06, 3.07 and 8.05 12.05, Article 4, the last paragraph of Section 6.02 and this Article 10, shall survivesurvive until the Securities have been paid in full.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of The Issuer may terminate its obligations under this Indenture, together with the obligations of the Guarantor hereunder, with respect to a series of securities, when: (a) any of the following shall have occurred: either (i) no all the Securities of such series issued that have been issued hereunder; (ii) all Securities theretofore authenticated and delivered have been accepted by the Trustee for cancellation (other than any Securities that of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid) have been delivered to the Trustee for cancellationpaid as provided in Section 3.07); or or (iiiii) all the Securities of such Securities series issued that have not theretofore delivered to been accepted by the Trustee for cancellation (1) shall have become due and payable, or (2) will are by their terms to become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under or the Issuer shall have made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the such Trustee in the Issuer’s name, and at the expense, of the Company; Issuer’s expense and the Company has Issuer have irrevocably deposited or caused to be deposited with the Trustee as trust sufficient funds in trust an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case series of Securities which have become due to pay principal, interest and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may beany premium; (b) the Company has The Issuer shall have paid or caused to be paid all other sums then due and payable hereunder by the Companyunder this Indenture with respect to such series; and (c) the Company has The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding If the satisfaction and discharge of this Indentureforegoing conditions are met, the obligations Trustee, on written demand of the Company Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments prepared by the Issuer acknowledging such satisfaction of and discharging this Indenture with respect to such series except as to: (1) rights of registration of transfer and exchange of Securities of such series, and the Issuer’s right of optional redemption, if any; (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities; (3) rights of Holders to receive payments when due of principal thereof and interest thereon; (4) the rights, powers, trusts, duties and immunities of the Trustee hereunder; (5) he rights of the Holders of such series as beneficiaries hereof with respect to the Trustee under Section 7.07 and, if money shall have been Property so deposited with the Trustee payable to all or any of them; and (6) the rights of the Issuer to be repaid any money pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 10.07 and 8.05 shall survive9.06.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee and Co-Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurredeither: (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than (A) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.13 and (B) Securities for whose payment money has theretofore been deposited with the Trustee or the Co-Trustee in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 10.03) have been delivered to the Trustee or the Co-Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee or Co-Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee or the Co-Trustee as trust funds in trust for this purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on evidenced by such Securities not theretofore delivered to the Trustee or the Co-Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee and the Co-Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and the Co-Trustee under Section 7.07 6.07 and, if money shall have been deposited with the Trustee and the Co-Trustee pursuant to clause (a) of this SectionSection 4.01(a)(ii), the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee and 8.05 the Co-Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company issuance of an Issuer Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the CompanyIssuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or , (2) will become due and payable at their Stated Maturity within one year, or , (3) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyIssuers, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company has Issuers or a Guarantor, in the case of (1), (2) or (3) above, have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has Issuers or any Guarantor have paid or caused to be paid all other sums payable hereunder by the CompanyIssuers; and (c) the Company has Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, together with an Opinion of Counsel to the same effect. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company Issuers and any Guarantor, respectively, to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.088.1, 8.018.2 and 8.5, 8.02 and 8.05 shall survive. If the Partnership exercises the satisfaction and discharge provisions in compliance with this Indenture with respect to Securities of a particular Series that are entitled to the benefit of the Guarantee of any Guarantor, the Guarantee will terminate with respect to that series of Securities.

Satisfaction and Discharge of Indenture. (a) This Indenture shall upon Company Order cease to be of further force and effect (except as hereinafter to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for 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, when (a) any of the following shall have occurredwhen either: (i) no Securities have been issued hereunder; (iiA) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.07 and (ii) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iiiB) all such Securities not theretofore delivered to the Trustee for cancellation cancellation, (1i) have become due and payable, or or (2ii) will become due and payable at their Stated the Final Maturity Date within one year, or (3) 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 ; provided in the namecase of clause (B), and at the expense, of the Company; and that (1) the Company has irrevocably deposited or caused to be deposited with the Trustee or a Paying Agent (other than the Company or any of its Affiliates) as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire in an amount sufficient to pay and discharge all indebtedness on related to such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Final Maturity or redemption dateDate, as the case may be; (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) 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 have been complied with. . (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company with respect to the conversion privilege and the Conversion Rate of the Securities pursuant to Article 4, the obligations of the Company to the Trustee under Section 7.07 9.07 and, if money shall have been deposited with the Trustee pursuant to clause (a2) of this SectionSection 10.01(a), the provisions of Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.082.12, 8.016.01 and 12.05, 8.02 Article 4, and 8.05 this Article 10, shall survivesurvive until the Securities have been paid in full.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), 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, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation have become due and payable, or (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year[ ], or or (3) 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, or (4) are deemed paid and discharged pursuant to section 8.03, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each meeting the applicable requirements of Sections 10.04 and 10.05 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and the Trustee receives written demand from the Company to discharge. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.07, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.01 8.02 and 8.05 shall survive.

Satisfaction and Discharge of Indenture. This The Company may terminate its obligations under this Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Notes when: (a) any of the following shall have occurredeither: (i1) no Securities all the Notes that have been issued hereunder; (ii) all Securities theretofore authenticated and delivered have been accepted by the Trustee for cancellation (other than Securities that any Notes which shall have been destroyed, lost or stolen and that which shall have been replaced or paid) have been delivered to the Trustee for cancellationpaid as provided in Section 2.07); or (iii2) (x) all such Securities not theretofore delivered to the Trustee for cancellation (1) outstanding Notes issued under this Indenture have become due and payable, ; (y) all outstanding Notes issued under this Indenture have or (2) will become due and payable at their the Stated Maturity within one year, ; or (3z) all outstanding Notes issued under this Indenture are subject to be called for redemption within one year under (and the Company shall have entered into arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameredemption), and at the expensein each case, of the Company; and the Company has irrevocably shall have deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered making payments to the Trustee for cancellationHolders under this Indenture an amount (which may include Governmental Obligations), for principal and interest dedicated solely to the date benefit of such deposit (in the case of Securities which have become due Holders, sufficient to pay and payable discharge all outstanding Notes issued under this Indenture on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;scheduled date of redemption; and (b) the Company has shall have paid or caused to be paid all other sums then due and payable hereunder by the Companyunder this Indenture; and (c) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding If the satisfaction and discharge of this Indentureforegoing conditions are met, the Trustee, on demand and at the cost and expense of the Company, shall execute such instruments prepared by the Company acknowledging such satisfaction of and discharging this Indenture and the Notes except as to: (i) rights of registration of transfer and exchange of Notes; (ii) the Company’s right of optional redemption; (iii) substitution of mutilated, defaced, destroyed, lost or stolen Notes; (iv) rights of Holders to receive payment of the principal amount, premium (if any) and interest when due and payable, solely out of the trust created pursuant to this Section 8.01; (v) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith; and (vi) the rights of the Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; and the rights of the Company to the Trustee under Section 7.07 and, if be repaid any money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 Section 8.05 and 8.05 shall surviveSection 8.06.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and The Issuer may terminate its obligations under the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) any of the following shall have occurred: either (i) no all the Securities of any series issued that have been issued hereunder; (ii) all Securities theretofore authenticated and delivered have been accepted by the Trustee for cancellation (other than any Securities that of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid) have been delivered to the Trustee for cancellationpaid as provided in Section 2.09); or or (iiiii) all such the Securities of any series issued that have not theretofore delivered to been accepted by the Trustee for cancellation (1) shall have become due and payable, or (2) will are by their terms to become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under and the Issuer shall have made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the such Trustee in the Issuer’s name, and at the expense, of the Company; Issuer’s expense and the Company has Issuer have irrevocably deposited or caused to be deposited with the Trustee as trust sufficient funds in trust an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case series of Securities which have become due to pay principal, interest and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;any premium; and (b) the Company has The Issuer shall have paid or caused to be paid all other sums then due and payable hereunder by under the CompanyIndenture; and (c) the Company has The Issuer shall 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 under the Indenture relating to the satisfaction and discharge of this Indenture the indenture have been complied with. Notwithstanding If the satisfaction and discharge of this Indentureforegoing conditions are met, the obligations Trustee, on written demand of the Company Issuer accompanied by an Officer’s Certificate and an Opinion of counsel and at the cost and expense of the Issuer, shall execute proper instruments prepared by the Issuer acknowledging such satisfaction of and discharging the Indenture with respect to such series except as to: (1) rights of registration of transfer and exchange of Securities of such series, and the Issuer’s right of optional redemption, if any; (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities; (3) rights of Holders to receive payments when due of principal thereof and interest thereon; (4) the rights, powers, trusts, duties and immunities of the Trustee hereunder; (5) the rights of the Holders of such series as beneficiaries hereof with respect to the Trustee under Section 7.07 and, if money shall have been Property so deposited with the Trustee payable to all or any of them; and (6) the rights of the Issuer to be repaid any money pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 9.05 and 8.05 shall survive9.06.

Satisfaction and Discharge of Indenture. This Subject to applicable rules of any stock exchange or system on which the Securities are listed or quoted, the Company may terminate all of its obligations under the Securities and this Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a1) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (iiA) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.7 and (ii) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 9.3) have been delivered to the Trustee or Paying Agent for cancellationcancellation and the Company has paid all sums payable by it hereunder; or (iiiB) all such Securities not theretofore delivered to the Company irrevocably deposits in trust with the Trustee for cancellation (1) have become due and payableor the Paying Agent, or (2) will become due and payable at their Stated Maturity within one year, or (3) are pursuant to be called for redemption within one year under arrangements a written trust agreement satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameTrustee, and at the expense, of the Company; and the Company has irrevocably deposited money or caused U.S. Government Obligations maturing as to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay the principal of and interest on the Securities then outstanding to maturity or to the date of such deposit (in the case of Securities which have become due fixed for redemption and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid pay all other sums payable hereunder by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 9.1 only if at such time it is not prohibited from doing so under the Companyprovisions of Article 12; and (c2) the Company has delivered to the Trustee and any such Paying Agent an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and the provisions of Article 12 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 8.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (a1) of this Section, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 9.2 and 8.05 the last paragraph of Section 9.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable, or or (2) will become due and payable at their Stated Maturity within one year, or or (3) 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, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; ; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.08, 8.01, 8.02 8.1 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1A) have become due and payable, or or (2B) will become due and payable at their Stated Maturity within one year, or or (3C) 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, or (D) are deemed paid and discharged pursuant to Section 9.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust in an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 8.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this SectionSection or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 9.3, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 9.2 and 8.05 Section 9.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order Request cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Debentures herein expressly provided in this Section 8.01for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (ii) all Securities Debentures theretofore authenticated and delivered (other than Securities that (i) Debentures which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.13, and (ii) Debentures for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (iiib) all such Securities Debentures not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellationDebentures, for principal and any interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 5.07, the obligations of the Trustee to any Authenticating Agent under Section 5.14 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (a1) of this SectionSection 3.01, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 3.02 and 8.05 the last paragraph of Section 9.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii1) all Securities Notes theretofore authenticated and delivered (other than Securities Notes that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iii2) all such Securities the Notes not theretofore delivered to the Trustee for cancellation cancellation (1A) have become due and payable, or or (2B) will become due and payable at their Stated Maturity within one year, or (C) have been called for redemption or (3) 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; or (D) are deemed paid and discharged pursuant to Section 8.03, as applicable; and the Company Company, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money or Government Securities sufficient for the purpose of paying and discharging the entire indebtedness on such Securities the Notes not theretofore delivered to the Trustee for cancellation, for principal of, the Applicable Premium and interest to the date of such deposit (in the case of Securities Notes which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.06, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.03, 2.05, 2.07, 2.08, 8.01, 8.02 2.06 and 8.05 2.07 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.018.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) any of the following shall have occurredeither: (i) no Securities have been issued hereunder; (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation: (1) have become due and payable, or ; or (2) will become due and payable at their Stated Maturity within one year, or ; or (3) 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; or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the Company Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.042.4, 2.052.7, 2.072.8, 2.08, 8.01, 8.02 8.1 8.2 and 8.05 8.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of conversion, registration of transfer or exchange of Convertible Debentures herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities Convertible Debentures theretofore authenticated and delivered (other than Securities that (A) Convertible Debentures which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 306 and (B) Convertible Debentures for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities Convertible Debentures not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities Convertible Debentures not theretofore delivered to the Trustee for cancellation, for principal and interest (including Additional Payments, if any) to the date of such deposit (in the case of Securities Convertible Debentures which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption dateRedemption Date, as the case may be, along with an accountant's certificate stating such funds are sufficient to pay principal and interest on the Convertible Debentures when and as due; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 607 and, if money shall have been deposited with the Trustee pursuant to clause subclause (ii) of Clause (a) of this Section, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 402 and 8.05 the last paragraph of Section 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Notes herein expressly provided in this Section 8.01for), and the Trustee, upon receipt of a Company Order and at the expense of the Company, Company shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities Notes theretofore authenticated and delivered (other than Securities that (A) Notes which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 and (B) Notes the payment for which money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iiiii) all such Securities Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their the Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving as a result of notice a Fundamental Change Repurchase or Event of redemption by the Trustee in the name, and at the expense, of the Company; Default Redemption and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on evidenced by such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) 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 have been complied with. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand at the cost and expense of the Company and accompanied by an Officers' Certificate and Opinion of Counsel. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.07 and, if money shall have been deposited with the Trustee pursuant to clause (aa)(ii) of this SectionSection 4.01, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.02 and 8.05 the last paragraph of Section 10.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon The Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), may terminate its and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of Guarantors’ obligations under this Indenture, the Notes, the Secured Note Guarantees and the Security Documents when: (a) any of the following shall have occurredeither: (i1) no Securities all the Notes that have been issued hereunder; (ii) all Securities theretofore authenticated and delivered have been accepted by the Trustee for cancellation (other than Securities that any Notes which shall have been destroyed, lost or stolen and that which shall have been replaced or paid) have been delivered to the Trustee for cancellationpaid as provided in Section 2.07); or (iii2) (x) all such Securities not theretofore delivered to the Trustee for cancellation (1) outstanding Notes issued under this Indenture have become due and payable, ; (y) all outstanding Notes issued under this Indenture have or (2) will become due and payable at their the Stated Maturity within one year, ; or (3z) all outstanding Notes issued under this Indenture are subject to be called for redemption within one year under (and the Company shall have entered into arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameredemption), and at the expensein each case, of the Company; and the Company has irrevocably shall have deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered making payments to the Trustee for cancellationHolders under this Indenture an amount (which may include Governmental Obligations), for principal and interest dedicated solely to the date benefit of such deposit (in the case of Securities which have become due Holders, sufficient to pay and payable discharge all outstanding Notes issued under this Indenture on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;scheduled date of redemption; and (b) the Company has shall have paid or caused to be paid all other sums then due and payable hereunder by the Companyunder this Indenture; and (c) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding If the foregoing conditions are met, the Trustee, on demand and at the cost and expense of the Company, shall execute such instruments prepared by the Company acknowledging such satisfaction of and discharge of discharging this Indenture, the Notes and the Secured Note Guarantees and the release of the Liens securing the Secured Note Guarantees except as to: (i) rights of registration of transfer and exchange of Notes; (ii) the Company’s right of optional redemption; (iii) substitution of mutilated, defaced, destroyed, lost or stolen Notes; (iv) rights of Holders to receive payment of the principal amount, premium (if any) and interest when due and payable, solely out of the trust created pursuant to this Section 8.01; (v) the rights, powers, trusts, duties and immunities of the Trustee and the Collateral Agent, and the Company’s and the Guarantors’ obligations in connection therewith; and (vi) the rights of the Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; and the rights of the Company to the Trustee under Section 7.07 and, if be repaid any money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 Section 8.05 and 8.05 shall surviveSection 8.06.

Satisfaction and Discharge of Indenture. This Indenture Whenever the following conditions shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, whenhave been satisfied: (a) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (ii) all Securities Notes theretofore authenticated and delivered (other than Securities (i) Notes that have been destroyed, lost or stolen and that have been replaced or paidpaid as provided in Section 2.07, and (ii) Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer, as provided in Section 3.03) have been delivered to the Trustee Note Registrar for cancellation; or (iiiii) all such Securities Notes not theretofore delivered to the Trustee Note Registrar for cancellation cancellation (1A) have become due and payable, or or (2B) will become due and payable at their the Stated Maturity Date within one year, or or (3C) are to be called for redemption within one year under irrevocable 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 or the Servicer, and the Company Issuer or the Servicer, in the case of clauses (B)(i), (B)(ii) or (B)(iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds Indenture Trustee, in trust for such purpose, an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities Notes not theretofore delivered to the Indenture Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) Stated Maturity Date or to the Stated Maturity or redemption dateapplicable Redemption Date, as the case may be, and in the case of Notes that were not paid at the Stated Maturity Date of their entire unpaid principal amount, for all overdue principal and all interest payable on such Notes to the next succeeding Payment Date therefor; (b) the Company Issuer has paid or caused to be paid all other sums payable hereunder by the CompanyIssuer (including, without limitation, any amounts due the Note Insurer hereunder); and (c) the Company Issuer has delivered to the Indenture Trustee and the Note Insurer an Officers’ ' Certificate and an Opinion of Counsel, Counsel satisfactory in form and substance to the Indenture Trustee and the Note Insurer each stating that all conditions precedent herein provided providing for relating to the satisfaction and discharge of this Indenture have been complied with; then, upon Issuer Request, this Indenture and the lien, rights and interests created hereby and thereby shall cease to be of further effect, and the Indenture Trustee and each co-trustee and separate trustee, if any, then acting as such hereunder shall, at the expense of the Issuer (or of the Servicer in the case of a redemption by the Servicer), execute and deliver all such instruments furnished to the Indenture Trustee as may be necessary to acknowledge the satisfaction and discharge of this Indenture and shall pay, or assign or transfer and deliver, to the Issuer or upon Issuer Order all cash, securities and other property held by it as part of the Trust Estate remaining after satisfaction of the conditions set forth in clauses (1) and (2) above. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company Indenture Trustee and the Paying Agent to the Trustee Issuer and the Holders of Notes under Section 7.07 and3.03, if money shall have been deposited with the obligations of the Indenture Trustee pursuant to clause (a) the Holders of this Section, Notes under Section 4.02 and the provisions of Sections 2.04Section 2.07 with respect to lost, 2.05stolen, 2.07destroyed or mutilated Notes, 2.08, 8.01, 8.02 registration of transfers of Notes and 8.05 rights to receive payments of principal of and interest on the Notes shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, on demand of the Company and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a1) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (iiA) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (iiiB) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest (including Compounded Interest and Liquidated Damages) to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption dateRedemption Date, as the case may be; (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that that, in their opinion, all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 607 and, if money shall have been deposited with the Trustee pursuant to clause subclause (aB) of Clause (1) of this Section, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 402 and 8.05 the last paragraph of Section 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) any of Whenever the following conditions shall have occurredbeen satisfied: (i1) no Securities have been issued hereunder;either (iiA) all Securities Bonds theretofore authenticated and delivered (other than Securities (i) Bonds that have been destroyed, lost or stolen and that have been replaced or paidpaid as provided in Section 2.07, and (ii) Bonds for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer, as provided in Section 3.03) have been delivered to the Trustee Bond Registrar for cancellation; or (iiiB) all such Securities Bonds not theretofore delivered to the Trustee Bond Registrar for cancellation cancellation (1i) have become due and payable, or or (2ii) will become due and payable at their Stated the Final Maturity Date within one year, or or (3iii) are to be called for redemption within one year under irrevocable 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 or the Servicer, and the Company Issuer or the Servicer, in the case of clauses (B)(i), (B)(ii) or (B)(iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds Indenture Trustee, in trust for such purpose, an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on such Securities Bonds not theretofore delivered to the Indenture Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) Final Maturity Date or to the Stated Maturity or redemption dateapplicable Redemption Date, as the case may be, and in the case of Bonds that were not paid at the Final Maturity Date of their entire unpaid principal amount, for all overdue principal and all interest payable on such Bonds to the next succeeding Payment Date therefor; (b2) the Company Issuer has paid or caused to be paid all other sums payable hereunder by the CompanyIssuer; and (c3) the Company Issuer has delivered to the Indenture Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel satisfactory in form and substance to the Indenture Trustee each stating that all conditions precedent herein provided providing for relating to the satisfaction and discharge of this Indenture have been complied with; then, upon Issuer Request, this Indenture and the lien, rights and interests created hereby and thereby shall cease to be of further effect, and the Indenture Trustee and each co-trustee and separate trustee, if any, then acting as such hereunder shall, at the expense of the Issuer (or of the Servicer in the case of a redemption by the Servicer), execute and deliver all such instruments as may be necessary to acknowledge the satisfaction and discharge of this Indenture and shall pay, or assign or transfer and deliver, to the Issuer or upon Issuer Order, all cash, securities and other property held by it as part of the Trust Estate remaining after satisfaction of the conditions set forth in clauses (1) and (2) above. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company Indenture Trustee and the Paying Agent to the Trustee Issuer and the Holders of Bonds under Section 7.07 and3.03, if money shall have been deposited with the obligations of the Indenture Trustee pursuant to clause (a) the Holders of this Section, Bonds under Section 4.02 and the provisions of Sections 2.04Section 2.07 with respect to lost, 2.05stolen, 2.07destroyed or mutilated Bonds, 2.08, 8.01, 8.02 registration of transfers of Bonds and 8.05 rights to receive payments of principal of and interest on the Bonds shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter to any surviving rights of registration of transfer or exchange of Securities herein expressly provided in this Section 8.01for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a1) any of the following shall have occurred:either (i) no Securities have been issued hereunder; (iiA) all Securities theretofore authenticated and delivered (other than (i) Securities that which have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or (iiiB) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (1i) have become due and payable, or or (2ii) will become due and payable at their Stated Maturity within one year, and the Company, in the case of (i) or (3ii) 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 nameabove, and at the expense, of the Company; and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient for the purpose of paying to pay and discharging discharge the entire indebtedness on evidenced by such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such depositpayable) or to the Stated Maturity or redemption dateMaturity, as the case may be; (b2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c3) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 6.07 and, if money shall have been deposited with the Trustee pursuant to clause subclause (aB) of Clause (1) of this Section, the provisions obligations of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 the Trustee under Section 4.02 and 8.05 the last paragraph of Section 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon request of the Company Order contained in an Officer’s Certificate cease to be of further effect (except as hereinafter provided in this Section 8.01)effect, and the Trustee, at the expense of the Company, shall execute proper such instruments reasonably requested by the Company acknowledging satisfaction and discharge of all obligations of the Company under this Indenture, when when (a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (iia)(i) all Securities Notes theretofore authenticated and delivered (other than Securities Notes that have been destroyed, lost or stolen and that which have been replaced or paidpaid as provided in Section 2.07) have been delivered to the Trustee for cancellation; or or (iiiii) all such Securities not theretofore the Company has irrevocably deposited with the Trustee or delivered to Holders, as applicable, after the Trustee for cancellation (1) Notes have become due and payable, whether at the Maturity Date, on any Fundamental Change Repurchase Date, or otherwise or have been surrendered for conversion, cash or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (solely in the case of Securities which have become due and payable on a conversion) cash and/or shares of Common Stock sufficient to pay all of the outstanding Notes or prior satisfy the Company’s Conversion Obligations with respect to the date of such deposit) or to the Stated Maturity or redemption dateconverted Notes, as the case may be; (b) the Company has paid or caused to be paid , and pay all other sums due and payable hereunder under this Indenture by the Company; and and (cb) 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 have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 8.06 shall survive and, if money and/or shares of Common Stock shall have been deposited with the Trustee pursuant to clause (aa)(ii) of this SectionSection 9.01, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 Section 9.02 and 8.05 Section 9.04 shall survivesurvive until the Notes have been paid in full and the Company’s Conversion Obligations with respect to any converted Notes have been satisfied.