Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes issued thereunder when 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 (ia) all such the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and 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 IssuerCompany or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) (Ab) all such of the Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, (ii) will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust in an amount of money U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the Issuer must deliver notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued thereunder when either hereunder when: (i) either: (A) all such Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the IssuerCompany) have been delivered to the Trustee for cancellation or cancellation; or (ii) (AB) all such Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount solely for the benefit of money the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts, as determined by the Company, as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, ; (Bii) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than from the borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument (other than this Indenture) to which the Issuer, the Company or any of the other Guarantors Guarantor is a party or by which it the Company or any Guarantor is bound, ; (Ciii) the Issuer Company or any Guarantor has paid, paid or caused to be paid, paid all sums payable by it under this Indenture, and ; and (Div) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or the Redemption Dateredemption date, as the case may be. In the case of satisfaction and discharge, upon any redemption that requires the payment of the Applicable Premium, the amount deposited with the trustee shall be sufficient for purposes of clause (i) above and this Indenture to the extent that an amount is deposited with the trustee equal to the Applicable Premium calculated as of the date of such deposit, with any Applicable Premium Deficit only required to be deposited with the trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. In addition, the Issuer must Company shall deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company 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, or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation, for principal, principal (and premium, if any) and interest to, and accrued and unpaid interest and Additional Amountsbut not including, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to Section 1001(c), (x) the Issuer amount of money or U.S. Government Obligations or a combination thereof that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel Counsel, each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 110l(ii), the obligations of the Trustee under Section 1102 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of or transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money in United States dollars, U.S. Government Obligations, or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In addition, ; (iii) the Issuer must deliver Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel Counsel, each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1102 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect (except as to all any surviving rights of registration of or transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore previously authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore previously delivered to the Trustee cancelled or for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money in United States dollars, U.S. Government Obligations, or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore previously delivered to the Trustee cancelled or for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In addition, ; (iii) the Issuer must deliver Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1102, shall survive.

Satisfaction and Discharge of Indenture. This Indenture will Indenture, with respect to the Notes, shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of such Notes, as expressly provided for herein) as to all Notes issued thereunder outstanding Notes, when either either: (ia) all such the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and 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 IssuerCompany as provided in this Indenture) have been delivered to the Trustee Registrar for cancellation or cancellation, and (ii1) the Company has paid all sums payable under this Indenture by the Company with respect to all Notes, and (A2) all such Notes not theretofore the Company has delivered to the Trustee for cancellation an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture with respect to all Notes have been complied with; or (b) the Company shall have given notice of redemption of all of the Notes, all of the Notes shall have otherwise become due and payable by reason or all of the making of a notice of redemption or otherwise or Notes will become due and payable payable, or may be called for redemption, within one year and year, and (i) the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds or another trustee funds, in trust an amount solely for the benefit of money the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness (including all principal and accrued interest) on such the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the date of payment thereof at maturity or redemption, as the case may be; (Bii) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes 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, of or constitute a default under, under any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, ; (Ciii) the Issuer Company has paid, or caused to be paid, paid all other sums payable by it under this Indenture, and ; and (Div) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture with respect to all Notes relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Notes, the obligations of the Company to the Trustee under Section 7.07, the obligations of the Trustee to any Authenticating Agent under Section 7.14, the obligations of the Company under Section 4.01, and, if money shall have been deposited with the Trustee pursuant to clause (b) of this Section 8.01, the obligations of the Trustee under Section 8.02 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either If at any time: (ia) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which the Issuer shall have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation all Securities of a Series theretofore authenticated (other than any Securities of such Series that shall have been mutilated, lost, destroyed or stolen and that shall have been replaced or paid as provided in Section 2.10 and Securities of such Series for whose payment money and/or U.S. Government Obligations have theretofore been deposited in trust or segregated and held in trust by the Issuer and thereupon repaid to the Issuer or discharged from such trust, as provided in Section 8.06); or (iib) (A) all such Notes any Securities of any Series not theretofore delivered to the Trustee for cancellation shall have become due and payable payable, or are by reason of the making of a notice of redemption or otherwise or will their terms to become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and the Issuer has irrevocably deposited or caused to be deposited deposits with the Trustee Trustee, in trust, for the benefit of the Holders of the Securities, cash in United States Dollars, noncallable U.S. Government Obligations, or a combination thereof, in such amounts as trust funds in trust an amount of money will be sufficient to pay and discharge the entire indebtedness on at Maturity or upon redemption all Securities of such Notes Series not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, due or to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing become due on the date Securities of such deposit Series to such Maturity or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Datedate fixed for redemption, as the case may be. In addition, and if the Issuer must deliver an Officers’ Certificate shall also pay or cause to be paid all other sums payable hereunder with respect to the Securities of such Series by the Issuer, and shall have delivered to the Trustee an Opinion of Counsel to the Trustee and an Officer’s Certificate, each stating that all conditions precedent relating to the satisfaction and discharge of this Indenture with respect to the Securities of such Series have been satisfiedcomplied with, then this Indenture shall thereupon cease to be of further effect with respect to the Securities of such Series and any Guarantees of the Securities of such Series except for: (a) in the case of clause (b) above, the Issuer’s obligations with respect to the Securities of such Series under Sections 2.06, 2.07, 2.08, 2.09 and 2.10; (b) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith (including, but not limited to, the rights of the Trustee and the duties of the Issuer under Section 7.07, which shall survive despite the satisfaction in full of all obligations hereunder); and (c) Sections 8.05, 8.06, 8.07 and 8.08, each of which shall survive until the Securities of such Series have been paid in full (thereafter, the Issuer’s obligations in Section 7.07 only shall survive). Upon the Issuer’s exercise of this Section 8.08, the Trustee, on demand of the Issuer and at the cost and expense of the Issuer, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such Series of Securities.

Satisfaction and Discharge of Indenture. This The Outstanding Notes and this Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Outstanding Notes and this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, (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 reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously cancelled or delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to the third paragraph of Section 1009, (x) the Issuer amount of money or U.S. Government Obligations, or a combination thereof, that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture and the Outstanding Notes, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1103 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X shall survive such satisfaction and discharge until the Redemption Date shall have occurred.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued thereunder when either hereunder, when: (i1) either: (1) all such Notes theretofore that have been authenticated and delivered hereunder (except lost, stolen or destroyed Notes which that have been replaced or paid and the Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the IssuerIssuers) have been delivered to the Trustee for cancellation or cancellation; or (ii) (A2) all such Notes issued hereunder that have not theretofore been delivered to the Trustee for cancellation (x) have become due and payable (by reason of the making mailing of a notice of redemption or otherwise or otherwise), (y) will become due and payable at their Stated Maturity within one year or (z) are to be called for redemption within one year under arrangements satisfactory to the Trustee, and in each such case the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount solely for the benefit of money sufficient the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principalprincipal of, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity Stated Maturity or redemptionRedemption Date, as the case may be; (B2) no Default or Event of Default (other than resulting from the borrowing of funds to Incur be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness used to defease and, in each case, the Notes under this Articlegranting of Liens in connection therewith) with respect to this Indenture or the Notes shall will have occurred and be continuing on the date of such deposit or shall will occur as a result of such deposit deposit, and such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other instrument than this Indenture) to which the Issuer, the Company Issuers or any of the other Guarantors Subsidiary Guarantor is a party or by which it the Issuers or any Subsidiary Guarantor is boundbound (other than resulting from the borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (C3) the Issuer Issuers or any Subsidiary Guarantor has paid, paid or caused to be paid, paid all sums payable by it with respect to the Notes under this Indenture, and ; and (D4) the Issuer has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes issued hereunder at maturity Stated Maturity or the Redemption Date, as the case may be. In addition, the Issuer Issuers must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will and the rights of the Holders of the Notes shall be discharged and will shall cease to be of further effect as to all Notes issued thereunder when either thereunder, when: (a) either: (i) all such Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) , have been delivered to the Trustee for cancellation or cancellation; or (ii) (A) all such Notes that have not theretofore been delivered to the Trustee for cancellation (A) have become due and payable by reason of the making delivery of a notice of redemption or otherwise or otherwise, (B) will become due and payable within one year, or (C) 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 Issuer, and in each case, the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount solely for the benefit of money sufficient the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants (with respect to any non-callable Government Securities), without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption; provided that, (B) no Default (other than upon any redemption that requires the payment of a premium, the amount deposited shall be sufficient to Incur Indebtedness used the extent that an amount is deposited with the Trustee equal to defease the Notes under this Article) premium calculated as of the date of the notice of redemption, with respect to this Indenture or the Notes shall have occurred and be continuing any deficit on the date of redemption only required to be deposited with the Trustee on or prior to the date of redemption (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such deposit or shall occur as a result of such deposit and such deposit will not result deficit is in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, fact paid); (Cb) the Issuer has paid, paid or caused to be paid, paid all sums payable by it with respect to the Notes under this Indenture, and ; (Dc) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Date, as the case may be. In addition, ; and (d) the Issuer must deliver has delivered an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (a), (b) and (c)).

Satisfaction and Discharge of Indenture. This Indenture will (and all Liens on Collateral created pursuant to the Security Documents) shall be discharged and will shall cease to be of further effect (except as to surviving rights under Section 2.06) as to all Notes issued thereunder when either when: (ia) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer has irrevocably deposited or caused to be deposited with the Trustee (or such other party as trust directed by the Trustee) as funds in trust for such purpose an amount in Sterling or U.K. Government Securities sufficient (in the opinion of money sufficient an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay and discharge the entire indebtedness Debt on such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Stated Maturity or Redemption Date, as the case may be, and the Issuer shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of Notes at Maturity or on the Redemption Date, as the case may be, and either: (i) all Notes previously authenticated and delivered (other than lost, stolen or destroyed Notes that have been replaced or paid and 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 8.07) have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by reason of the mailing of a notice of redemption or otherwise or (B) no Default will become due and payable at Stated Maturity within one year or (other than C) are to Incur Indebtedness used be called for redemption within one year under arrangements satisfactory to defease the Notes Trustee for the giving of notice of redemption by the Trustee in the Issuer’s name, and at the Issuer’s expense; (b) the Issuer has paid or caused to be paid all sums payable by the Issuer under this ArticleIndenture; and (c) with respect the Issuer has delivered an Officer’s Certificate and an Opinion of Counsel to this Indenture or the Notes shall Trustee each stating that: (x) all conditions precedent to satisfaction and discharge have occurred been satisfied and be continuing on the date of (y) such deposit or shall occur as a result of such deposit satisfaction and such deposit discharge will not result in a breach or violation of, or constitute a default under, this Indenture, the Security Documents or any other agreement or instrument to which the Issuer, the Company Issuer or any of the other Guarantors Subsidiary is a party or by which it the Issuer or any Subsidiary is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect with respect to any Series or Class of Notes (except as to any surviving rights of transfer or exchange of Notes of that Series or Class expressly provided for herein or in the form of Note for that Series or Class), and the Indenture Trustee, on demand of and at the expense of the Issuer, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) all Notes issued thereunder when either (i) all such Notes of that Series or Class theretofore authenticated and delivered (except lostother than (i) Notes of that Series or Class which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid as provided in Section 6.6, and (ii) Notes of that Series or Class for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the IssuerIssuer or discharged from that trust) have been delivered to the Indenture Trustee canceled or for cancellation or have been redeemed in accordance with Article XIII hereof or the applicable Indenture Supplement (ii) (A) all in which case, such redeemed Notes not theretofore delivered shall be deemed to have been canceled and shall be immediately surrendered to the Indenture Trustee in exchange for cancellation have become due and payable by reason the related redemption price); (b) with respect to the discharge of the making of a notice of redemption this Indenture for each Series or otherwise or will become due and payable within one year and Class the Issuer has irrevocably deposited paid or caused to be deposited with the Trustee as trust funds in trust an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered paid all sums payable hereunder (including payments to the Indenture Trustee for cancellation for principal, premium, if any, (in all its capacities) and accrued and unpaid interest and Additional Amounts, if any, Deutsche Bank (in all its capacities) pursuant to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) Section 11.7 with respect to the Notes or in respect of Fees, any and all amounts payable to each Derivative Counterparty in accordance with the terms of the related Derivative Agreement and any and all other amounts due and payable pursuant to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result (including any payments to Deutsche Bank (in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, its capacities); and (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (Dc) the Issuer has delivered irrevocable instructions to the Indenture Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes of that Series or Class have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series or Class of Notes, the obligations of the Administrator to the Indenture Trustee with respect to any Series or Class of Notes under Section 11.7 and of the Issuer to the Securities Intermediary under Section 4.9 and the obligations and rights of the Indenture Trustee under Section 7.2 and Section 11.3, respectively, will survive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture will The Company shall be discharged and will cease deemed to be of further effect as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to discharged the Issuer) have been delivered to the Trustee for cancellation or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason entire indebtedness on any series of the making of a notice of redemption or otherwise or will become due and payable within one year and Debentures outstanding on the Issuer date the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee or any Paying Agent as trust funds in trust trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Debentures of such series (1) cash (which may be held in an amount interest bearing account insured by the Federal Deposit Insurance Corporation) in an amount, or (2) U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money cash, or (3) a combination thereof, sufficient to pay the principal of and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Amountson all Debentures of such series then outstanding, if any, to provided that in the date case of maturity or redemption, notice of redemption shall have been given or the Company shall have irrevocably instructed the Trustee to give such notice; and further provided that the following conditions shall have been met: (BA) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) or Event of Default with respect to this Indenture or the Notes shall have Debentures of such series has occurred and be is continuing on the date of such deposit or shall occur occurs as a result of such deposit and such deposit will deposit; (B) the Company has delivered to the Trustee an Officer's Certificate certifying that there does not result in a breach or violation of, or constitute exist (i) a default under, in the payment of all or any portion of any Senior Indebtedness or (ii) any other instrument to default affecting Senior Indebtedness permitting its acceleration as the result of which the Issuer, the Company or any maturity of the other Guarantors is a party or by which it is bound, Senior Indebtedness has been accelerated; (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture (i) either a private Internal Revenue Service ruling or an Opinion of Counsel to give the notice effect that the Holders of redemption and apply the deposited money toward the payment Debentures of such Notes series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the manner and at maturity or the Redemption Date, same times as would have been the case may be. In additionif such deposit, the Issuer must deliver an Officers’ Certificate defeasance and discharge had not occurred, and an Opinion of Counsel to the effect that (A) the deposit shall not result in the Company, the Trustee or, if the Debentures of such series are held by a Trust, such Trust being deemed to be an "investment company" under the Investment Company Act of 1940, as amended, and (B) such deposit creates a valid trust in which the Holders of the Debentures of such series have the sole beneficial interest or that the Holders of the Debentures of such series have a nonavoidable first priority security interest in such trust; and (D) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to satisfaction and discharge the defeasance contemplated by this provision have been satisfiedcomplied with. Upon such deposit, provisions of this Indenture with respect to such series of Debentures shall no longer be in effect (except as to (1) the rights of registration of transfer and exchange of Debentures of such series, (2) the replacement of apparently mutilated, defaced, destroyed, lost or stolen Debentures of such series, (3) the rights of the Holders of the Debentures of such series to receive payments of the principal thereof and premium, if any, and interest thereon, (4) the rights of the Holders of the Debentures of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, (5) the obligation of the Company to maintain an office or agency for payments on and registration of transfer of the Debentures of such series, (6) the rights, obligations and immunities of the Trustee hereunder, and (7) the obligations of the Company to the Trustee for compensation and indemnity under Section 7.07 hereof; and the Trustee shall, at the request and expense of the Company, execute proper instruments acknowledging the same.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company 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, or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation, for principal, principal (and premium, if any) and interest to, and accrued and unpaid interest and Additional Amountsbut not including, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to Section 1001(c), (x) the Issuer amount of money or U.S. Government Obligations or a combination thereof that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel Counsel, each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 110l(ii), the obligations of the Trustee under Section 1102 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either If at any time: (ia) either: (1) all such Notes theretofore authenticated and delivered (delivered, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) trust, have been delivered to the Trustee for cancellation or cancellation; or (ii) (A2) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Issuer Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount solely for the benefit of money the Holders of any Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, ; (Bb) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, paid or caused to be paid, paid all sums payable by it under this Indenture, and ; and (Dc) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or the Redemption Dateredemption date, as the case may be. In addition, ; and (d) the Issuer must deliver an Officers’ Certificate and Company shall have delivered to the Trustee an Opinion of Counsel to the Trustee and an Officer’s Certificate, each stating that all conditions precedent relating to the satisfaction and discharge of this Indenture with respect to have been satisfiedcomplied with, then this Indenture shall thereupon cease to be of further effect with respect to the Notes except for the rights, indemnities and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith (including, but not limited to, the rights of the Trustee and the duties of the Company and the Guarantors under Section 7.07, which shall survive despite the satisfaction in full of all obligations hereunder) and, if money shall have been deposited with the Trustee pursuant to this Section 8.07: (1) the Company’s obligations with respect to the Notes under Article II; (2) the agreements of the Company and the Subsidiary Guarantors set forth in Article V; and (3) Sections 8.02, 8.04, 8.05, 8.06, 8.07, 8.08 and 11.11 hereof, shall each survive until the Notes have been paid in full. Upon the Company’s exercise of this Section 8.07, the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and delivered (except lost, stolen surviving rights of registration of transfer or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason exchange of the making of a notice of redemption or otherwise or Notes as expressly provided for in this Indenture) and all Liens securing the Notes will become due and payable within one year and be released when: (a) the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in euro and/or European Government Obligations (if applicable, in combination with Qualified Interest Rate Agreements) that through the payment of money interest and principal (in respect of such cash or European Government Obligations) or other amounts (in respect of such Qualified Interest Rate Agreements will provide funds (net of any amounts payable by the trust pursuant to any such Qualified Interest Rate Agreements) as will be sufficient to pay and discharge the entire indebtedness Debt on such Notes not theretofore that have not, prior to such time, been delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and any Additional Amounts and accrued and unpaid interest and Additional Amountsinterest, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease on the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or redemption date, as the case may be and the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of Notes at Maturity or on the redemption date, as the case may be and either: (i) all the Notes that have been authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or paid and Notes for whose payment money has 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 for in this Indenture) have been delivered to the Trustee for cancellation; or (ii) all Notes that have not been delivered to the Trustee for cancellation (I) have become due and payable (by reason of the mailing of a notice of redemption or otherwise), (II) shall occur as a result become due and payable at Stated Maturity within one year or (III) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Issuer’s name and at the Issuer’s expense; and (b) the Issuer has paid or caused to be paid all sums payable by the Issuer under this Indenture; and (c) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel acceptable to the Trustee, each stating that: (i) all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied; and (ii) such deposit satisfaction and such deposit will discharge shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer, the Company Issuer or any of the other Guarantors Subsidiary is a party or by which it the Issuer or any Subsidiary is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect as to all Notes a series of Securities issued thereunder when either hereunder if at any time: (ia) all such Notes theretofore authenticated and either (1) the Company shall have delivered (except lost, stolen or destroyed Notes which shall have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid caused to the Issuer) have been be delivered to the Trustee for cancellation all Securities of a series theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.07 and Securities for whose payment funds or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.06); or (ii) (A2) all such Notes Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable or are by reason of the making of a notice of redemption or otherwise or will their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Issuer has Company shall irrevocably deposited deposit or caused cause to be deposited with the Trustee as trust funds in trust an amount of money sufficient trust, cash, Governmental Obligations that will generate cash, or a combination thereof, sufficient, to pay and discharge the entire indebtedness on in U.S. dollars (except as otherwise provided pursuant to Section 2.01) at maturity or upon redemption all Securities of such Notes series not theretofore delivered to the Trustee for cancellation for cancellation, including principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, due or to the become due on such date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Datedate, as the case may be. In addition, ; (b) the Issuer must deliver Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to such series; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been satisfiedcomplied with. Nothing in this Section 11.02 shall be deemed to discharge the following provisions that shall survive until the date of maturity or redemption date, as the case may be: (A) the rights of Securityholders of Securities of such series to receive, solely from the trust fund described in Section 11.03(c) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when due, (B) the Company’s obligation with respect to such Securities under Sections 2.03, 2.05, 2.07, 4.02, 4.03, 7.05 and 7.09 hereof, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XI. Sections 7.06 and 11.06 shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to Section 1001(c), (x) the Issuer amount of money or U.S. Government Obligations, or a combination thereof, that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1102 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will Indenture, and the rights of the Trustee and the Holders of the Notes hereunder, shall be discharged and will shall cease to be of further effect as to all Notes issued thereunder when either thereunder, when: (i1) either: (A) all such Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) , have been delivered to the Trustee for cancellation or cancellation; or (ii) (AB) all such Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making delivery of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount solely for the benefit of money sufficient the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption, ; (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C2) the Issuer or any Guarantor has paid, paid or caused to be paid, paid all sums payable by it under this Indenture, and ; (D3) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be. In addition, ; and (4) the Issuer must deliver has delivered an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)).

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore delivered to the Trustee for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company 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, or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation, for principal, principal (and premium, if any) and interest to, and accrued and unpaid interest and Additional Amountsbut not including, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to Section 1001(c), (x) the Issuer amount of money or U.S. Government Obligations or a combination thereof that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel Counsel, each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 110l(ii), the obligations of the Trustee under Section 1102 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore previously cancelled or delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to Section 6(c) of the applicable Notes Supplemental Indenture, (x) the Issuer amount of money or U.S. Government Obligations, or a combination thereof, that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1102 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X (and Section 6 of each applicable Notes Supplemental Indenture) shall survive such satisfaction and discharge until the Redemption Date shall have occurred.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect as to all Notes a series of Securities issued thereunder when either hereunder if at any time: (a) either (i) all such Notes theretofore authenticated and the Company shall have delivered (except lost, stolen or destroyed Notes which shall have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid caused to the Issuer) have been be delivered to the Trustee for cancellation all Securities of a series theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.07) and Securities for whose payment funds or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.06; or (ii) (A) all such Notes Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable or are by reason of the making of a notice of redemption or otherwise or will their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Issuer has Company shall irrevocably deposited deposit or caused cause to be deposited with the Trustee as trust funds in trust an amount of money funds, cash or Governmental Obligations that will generate enough cash, or a combination thereof sufficient to pay and discharge the entire indebtedness on in Dollars (except as otherwise provided pursuant to Section 2.01) at maturity or upon redemption all Securities of such Notes series not theretofore delivered to the Trustee for cancellation for cancellation, including principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, due or to the become due on such date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Datedate, as the case may be. In addition, ; (b) the Issuer must deliver Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to such series; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been satisfiedcomplied with. Nothing in this Section 11.02 shall be deemed to discharge the following provisions that shall survive until the date of maturity or redemption date, as the case may be: (A) the rights of Holders of Securities of such series to receive, solely from the trust fund described in Section 11.03(c) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when due, (B) the Company’s obligation with respect to such Securities under Sections 2.03, 2.04, 2.05, 2.07, 4.02, 4.03, 7.05 and 7.10 hereof, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XI. Sections 7.06 and 11.06 shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and delivered (except lost, stolen surviving rights of registration of transfer or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason exchange of the making of a notice of redemption or otherwise or will become due and payable within one year and Notes as expressly provided under Section 2.06) when: (a) the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount of money in dollars or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness Debt on such Notes not theretofore that have not, prior to such time, been delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and any Additional Amounts and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease on the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit (in the case of Notes which have become due and payable) or shall occur to the Stated Maturity or Redemption Date, as the case may be and the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of Notes at Maturity or on the Redemption Date, as the case may be and either: (i) all the Notes that have been authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or paid and Notes for whose payment money has 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 for in Section 8.07) have been delivered to the Trustee for cancellation; or (ii) all Notes that have not been delivered to the Trustee for cancellation (x) have become due and payable (by reason of the mailing of a result notice of redemption or otherwise), (y) will become due and payable at Stated Maturity within one year or (z) 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 Issuer’s name, and at the Issuer’s expense; (b) the Issuer has paid or caused to be paid all sums payable by the Issuer under this Indenture; and (c) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that: (i) all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied; and (ii) such deposit satisfaction and such deposit discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer, the Company Issuer or any of the other Guarantors Subsidiary is a party or by which it the Issuer or any Subsidiary is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), as to all outstanding Notes issued thereunder when either and related Guarantees, 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 (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 3.8, 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 IssuerCompany or discharged from such trust, as provided in Section 6.3) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to Section 4.1(c), (x) the Issuer amount of money or U.S. Government Obligations, or a combination thereof, that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 4.6, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 14.1 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 9.7 and, if money shall have been deposited with the Trustee pursuant to Section 14.1(ii), the obligations of the Trustee under Section 14.2 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either If at any time: (ia) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which the Company shall have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation all Debt Securities of a series theretofore authenticated (other than any Debt Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.7 and Debt Securities for whose payment money or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.5)); or (ii) (Ab) all such Notes Debt Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable payable, or are by reason of the making of a notice of redemption or otherwise or will their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Issuer has irrevocably deposited Company shall deposit or caused cause to be deposited with the Trustee as trust funds the entire amount in trust an amount moneys or Governmental Obligations or a combination thereof, sufficient in the opinion of money sufficient a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Notes at maturity or upon redemption all Debt Securities of that series not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, due or to the become due to such date of maturity or date fixed for redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, and if the Issuer must deliver an Officers’ Certificate Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company; and if the Company has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the Trustee stating that all conditions precedent to satisfaction effect that, and such opinion shall confirm that, the holders of the Debt Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times, as would have been satisfiedthe case if such deposit, defeasance and discharge had not occurred, then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.3, 2.5, 2.7, 4.1, 4.2, 4.3 and 7.10, that shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.6 and 11.5, that shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either If at any time: (ia) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which the Company shall have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation all Debt Securities of a series theretofore authenticated (other than any Debt Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.07) and Debt Securities for whose payment money or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company(and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); or (ii) (Ab) all such Notes Debt Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable payable, or are by reason of the making of a notice of redemption or otherwise or will their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Issuer has irrevocably deposited Company shall deposit or caused cause to be deposited with the Trustee as trust funds the entire amount in trust an amount moneys or Governmental Obligations or a combination thereof, sufficient in the opinion of money sufficient a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Notes at maturity or upon redemption all Debt Securities of that series not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, due or to the become due to such date of maturity or date fixed for redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, and if the Issuer must deliver an Officers’ Certificate and Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company; then if the Company has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the Trustee stating that all conditions precedent to satisfaction effect that, and such opinion shall confirm that, the holders of the Debt Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been satisfiedthe case if such deposit, defeasance and discharge had not occurred, this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, which shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05, which shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.

Satisfaction and Discharge of Indenture. This Indenture, with respect to the Securities of any series (if all series issued under this Indenture will are not to be discharged and will affected), shall, upon Company Order, cease to be of further effect (and any Guarantees of such series of Securities shall be released) (except as to all Notes issued thereunder when either any surviving rights of registration of transfer or exchange of such Securities herein expressly provided for and rights to receive payments of principal of and premium, if any, and interest on such Securities), and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture, when: (a) either (i) all Securities of such Notes theretofore authenticated and delivered (series have been authenticated, except lost, stolen or destroyed Notes which Securities that have been replaced or paid as provided in Section 3.07 and Notes Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) Company, have been delivered to the Trustee for cancellation or cancellation; or (ii) (A) all Securities of such Notes series that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense of the Company, and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount solely for the benefit of money the Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination of cash in U.S. dollars and U.S. Government Obligations, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Notes the Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity Stated Maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur applicable Redemption Date, as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, case may be; (b) the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, paid or caused to be paid, paid all sums payable by it under this IndentureIndenture with respect to such series of Securities; and (c) in the event of a deposit as provided in clause (a)(ii) above, and (D) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Securities of such Notes series at maturity Stated Maturity or on the applicable Redemption Date, as the case may be. In addition, the Issuer Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to clause (a)(ii) of this Section 13.09, the provisions of the immediately following paragraph and Section 13.07 shall survive. Subject to the provisions of Section 13.07, all money deposited with the Trustee pursuant to clause (a)(ii) of this Section 13.09 shall be held in trust and, at the written direction of the Company, be invested prior to maturity in U.S. Government Obligations, and applied by the Trustee in accordance with the provisions of the Securities of such series and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

Satisfaction and Discharge of Indenture. This Upon the direction of MAALP by an Operating Partnership Order, this Indenture will be discharged and will shall cease to be of further effect with respect to the Notes and any Subsidiary Guarantee endorsed thereon, and the Trustee, on receipt of an Operating Partnership Order, at the expense of MAALP, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to all Notes issued thereunder when either such series, when: (ia) either: (1) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid as provided in Section 2.07 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by MAALP, and thereafter repaid to the IssuerMAALP or discharged from such trust, as provided in Section 11.04) have been delivered to the Trustee for cancellation or cancellation; or (ii) (A2) all such Notes not theretofore delivered to the Trustee for cancellation cancellation: (i) have become due and payable by reason of the making of a notice of redemption or otherwise or payable; (ii) will become due and payable at their Stated Maturity within one year; or (iii) if redeemable at the option of MAALP, are to be called for redemption within one year, under arrangements satisfactory to the Trustee and, without limitation to the foregoing, MAALP has given the Trustee irrevocable instructions to redeem all Outstanding Notes of such series on a Redemption Date within one year and, unless notice of redemption shall have been previously given to the Holders of the Outstanding Notes of such series as and when required by the Issuer terms of the Notes of such series and this Indenture, to give notice of such redemption, in the name, and at the expense of MAALP, to the Holders of the Outstanding Notes as and when required by the terms of the Notes this Indenture, and MAALP, 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 such purpose, money in the currency in which the Notes are payable in an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, premium, if anyincluding (A) the principal of, and accrued any premium and unpaid interest on and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease if the Notes under this Article) amount of any Additional Interest which are or will be payable with respect to this Indenture or Notes is at the time of deposit determinable by MAALP (in the exercise by MAALP of its reasonable discretion), any such Additional Interest with respect to such Notes shall have occurred and be continuing on to the date of such deposit (in the case of Notes which have become due and payable) or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption DateMaturity thereof, as the case may be. In addition; (b) MAALP has paid or caused to be paid all other sums payable hereunder by MAALP with respect to the Outstanding Notes, including the Issuer must deliver reasonable fees and expenses of the Trustee; and (c) MAALP has delivered to the Trustee an Officers’ Officer’s Certificate of MAALP and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to the Notes have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of MAALP to the Trustee under Section 7.06, the obligations of the Trustee to any authenticating agent under Section 16.11 and, if money shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of the first paragraph of this Section 11.01, the obligations of MAALP and the Trustee with respect to Notes of such series under Sections 2.06, 2.07, 2.08, 4.02, 7.05 and 11.04, shall survive such satisfaction and discharge and remain in full force and effect. In the event that MAALP effects satisfaction and discharge with respect to the Notes in accordance with the foregoing provisions of this Section 11.01, CRLP shall be released from its Subsidiary Guarantees, if any, of the Notes and its other obligations, if any, under this Indenture with respect to the Notes, except that, anything in this Indenture to the contrary notwithstanding, CRLP’s obligations under this Section 11.01, 11.04 and the first sentence of the third paragraph of Section 15.01 shall survive such satisfaction and discharge and remain in full force and effect.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will shall cease to be of further effect as with respect to the Notes and all Note Guarantees and Liens on Collateral securing the Notes issued thereunder when either will be released, and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture and release of such Guarantees and Liens, when (a) either (i) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid as provided in Section 2.7 hereof and (ii) Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the IssuerCompany as provided in Section 8.5 hereof) have been delivered to the Trustee for cancellation or cancellation; or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making mailing or transmission of a notice of redemption or otherwise or will become due and payable within one year and the Issuer Company has irrevocably deposited or caused to be irrevocably deposited cash in U.S. dollars, non-callable Government Securities or a combination thereof with the Trustee or a Paying Agent (other than the Company or any of their Affiliates) as trust funds in trust for the purpose of and in an amount sufficient, without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, provided that with respect to any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purpose of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated by the Company as of the date of the notice of redemption, with any Applicable Premium deficit only required to be deposited with the Trustee on or prior to the date of redemption; (Bb) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have Event of Default has occurred and be is continuing on the date of such the deposit or shall will occur as a result of such the deposit and such the deposit will not result in a breach or violation of, of or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it the Company is bound, and as to which the rights of the other parties thereto are senior to those of the Holders; (Cc) the Issuer Company has paid, paid or caused to be paid, paid all other sums payable hereunder by it under this Indenture, and the Company; (Dd) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or the Redemption Date, as the case may be. In addition, ; and (e) the Issuer must deliver Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7 hereof shall survive and, if cash in U.S. dollars, non-callable Government Securities or a combination thereof shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the provisions of Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.12, 4.2 and 7.8, this Article 8 and Section 11.5, shall survive until the Notes have been paid in full.

Satisfaction and Discharge of Indenture. This Indenture --------------------------------------- will be discharged and will cease to be of further effect as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the IssuerCompany) have been delivered to the Trustee for cancellation or (ii) (A) all such Notes not theretofore delivered to the such Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer Company has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and interest, Additional Amounts, if any, and Liquidated Damages, if any, to the date of maturity or redemption, ; (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, ; (C) the Issuer Company has paid, or caused to be paid, all sums payable by it under this Indenture, ; and (D) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer Company must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect with respect to any Series or Class of Notes (except as to any surviving rights of transfer or exchange of Notes of that Series or Class expressly provided for herein or in the form of Note for that Series or Class), and the Indenture Trustee, on demand of and at the expense of the Issuer, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) all Notes issued thereunder when either (i) all such Notes of that Series or Class theretofore authenticated and delivered (except lostother than (i) Notes of that Series or Class which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid as provided in Section 6.6, and (ii) Notes of that Series or Class for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the IssuerIssuer or discharged from that trust) have been delivered to the Indenture Trustee canceled or for cancellation or have been redeemed in accordance with Article XIII hereof or the applicable Indenture Supplement (iiin which case, such redeemed Notes shall be deemed to have been canceled notwithstanding any failure to deliver such Notes); (b) (A) all such Notes not theretofore delivered with respect to the Trustee discharge of this Indenture for cancellation have become due and payable by reason of the making of a notice of redemption each Series or otherwise or will become due and payable within one year and Class the Issuer has irrevocably deposited paid or caused to be deposited with the Trustee as trust funds in trust an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered paid all sums payable hereunder (including without limitation (i) payments to the Indenture Trustee for cancellation for principal(in all its capacities) and Xxxxx Fargo Bank, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, N.A. (in all its capacities) pursuant to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) Section 11.7 with respect to this Indenture or the Notes shall have occurred or in respect of Fees, (ii) any distribution of final payment to the Holders of Definitive Notes upon presentment and be continuing on the date surrender 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 Definitive Notes at the Issuer, the Company or any Corporate Trust Office of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this IndentureIndenture Trustee, and (Diii) any and all amounts payable to each Derivative Counterparty in accordance with the terms of the related Derivative Agreement and any and all other amounts due and payable pursuant to this Indenture (including any payments to Xxxxx Fargo Bank, N.A. (in any of its capacities); and (c) the Issuer has delivered irrevocable instructions to the Indenture Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes of that Series or Class have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series or Class of Notes, the obligations of the Administrator to the Indenture Trustee with respect to any Series or Class of Notes under Section 11.7 and of the Issuer to the Securities Intermediary under Section 4.9, and the obligations and rights of the Indenture Trustee under Section 7.2 and Section 11.3, respectively, will survive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company 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, or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption is made pursuant to Section 1001(c), (x) the Issuer amount of money or U.S. Government Obligations or a combination thereof that the Company must deliver irrevocably deposit or cause to be deposited will be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel Counsel, each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1102 shall survive.

Satisfaction and Discharge of Indenture. This The Indenture will be discharged and will cease to be of further effect (except as to all surviving rights of registration of transfer or exchange of debt securities and certain rights of the Trustee, as expressly provided for in the Indenture) as to the Notes issued thereunder when when: (1) either (iA) all such of the Notes theretofore authenticated and delivered under the Indenture (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuerCompany or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) (AB) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or payable, will become due and payable at their Stated Maturity within one year, or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds funds, in trust an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, principal of and premium, if any, and accrued and unpaid interest and Additional Amounts, if any, on the Notes to the date of maturity deposit (in the case of debt securities that have become due and payable) or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In addition, together with instructions from the Issuer must deliver Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company has paid all other sums then due and payable under such Indenture by it; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee stating Counsel, which, taken together, state that all conditions precedent under such Indenture relating to the satisfaction and discharge of such Indenture with respect to the Notes have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

Satisfaction and Discharge of Indenture. (a) This Indenture will be discharged and will shall cease to be of further effect (except as to all any surviving rights of conversion, registration of transfer or exchange of Notes issued thereunder when either expressly provided for herein), and Trustee, on demand of and at expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) Either (A) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and other than 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 IssuerCompany or discharged from such trust, as provided in Section 9.4) have been delivered to the Trustee for cancellation or cancellation; or (ii) (AB) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, (ii) will become due and payable at their stated maturity within one (1) year, or (iii) are to be called for redemption within one (1) year under arrangements satisfactory to Trustee for the giving of notice of redemption by Trustee in the name, and at the expense, of the Company, and the Issuer Company 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 to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, premium, if any, principal and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit (in the case of Notes which have become due and payable) or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at stated maturity or the Redemption Dateredemption date, as the case may be. In addition; (ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (iii) the Company has delivered to Trustee a certificate of an Officer of the Company and a legal opinion from Company counsel, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent herein relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Holders under Section 4.1, to Trustee under Section 8.5, and, if money or U.S. Government Obligations shall have been deposited with Trustee pursuant to Section 9.1(a)(i)(B) of this Section, the obligations of Trustee under Section 9.2 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will Indenture, and the rights of the Trustee, the Security Agent and the Holders under this Indenture, the Security Documents and any Intercreditor Agreement, shall be discharged and will shall cease to be of further effect as to all Notes issued thereunder when either thereunder, when: (a) either: (i) all such Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) , have been delivered to the Trustee for cancellation or cancellation; or (ii) (A) all such Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making delivery of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount solely for the benefit of money sufficient the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption, ; (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (Cb) the Issuer or any Guarantor has paid, paid or caused to be paid, paid all sums payable by it under this Indenture, and ; (Dc) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Date, as the case may be. In addition, ; and (d) the Issuer must deliver has delivered an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (a), (b) and (c)).

Satisfaction and Discharge of Indenture. This Indenture will --------------------------------------- be discharged and will cease to be of further effect as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the IssuerCompany) have been delivered to the Trustee for cancellation or (ii) (A) all such Notes not theretofore delivered to the such Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer Company has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and interest, Additional Amounts, if any, and Liquidated Damages, if any, to the date of maturity or redemption, ; (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, ; (C) the Issuer Company has paid, or caused to be paid, all sums payable by it under this Indenture, ; and (D) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer Company must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes issued thereunder 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 either either: (ia) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid as provided in Section 2.07 hereof 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 IssuerCompany or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (iib) (i) either (A) pursuant to Article 3, the Company shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or (B) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of payable; (ii) the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount of money U.S. legal tender or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalthe principal of, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, on the Notes to the date of maturity or redemption, such deposit; (Biii) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, ; (Civ) the Issuer Company has paid, paid or caused to be paid, paid all other sums payable hereunder by it under this Indenture, and the Company; (Dv) the Issuer Company has delivered to the Trustee (A) irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at the maturity or the Redemption Dateredemption thereof, as the case may be. In addition, the Issuer must deliver and (B) an Officers’ ' Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with; and (vi) that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to the provisions of Article 11 or 12.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and delivered (except lost, stolen surviving rights of registration of transfer or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason exchange of the making of a notice of redemption or otherwise or will become due Notes as expressly provided for in this Indenture) and payable within one year and all Liens securing the Notes shall be released when: (a) the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in Euro and/or European Government Obligations (if applicable, in combination with Qualified Interest Rate Agreements) that through the payment of money interest and principal (in respect of such cash or European Government Obligations) or other amounts (in respect of such Qualified Interest Rate Agreements) shall provide funds (net of any amounts payable by the trust pursuant to any such Qualified Interest Rate Agreements) as shall be sufficient to pay and discharge the entire indebtedness Debt on such Notes not theretofore that have not, prior to such time, been delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and any Additional Amounts and accrued and unpaid interest and Additional Amountsinterest, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease on the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or redemption date, as the case may be and the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of Notes at Maturity or on the redemption date, as the case may be and either: (i) all the Notes that have been authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or paid and Notes for whose payment money has 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 for in this Indenture) have been delivered to the Trustee for cancellation; or (ii) all Notes that have not been delivered to the Trustee for cancellation (I) have become due and payable (by reason of the mailing of a notice of redemption or otherwise), (II) shall occur as a result become due and payable at Stated Maturity within one year or (III) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Issuer’s name and at the Issuer’s expense; and (b) the Issuer has paid or caused to be paid all sums payable by the Issuer under this Indenture; and (c) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel acceptable to the Trustee, each stating that: (i) all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied; and (ii) such deposit satisfaction and such deposit will discharge shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer, the Company Issuer or any of the other Guarantors Subsidiary is a party or by which it the Issuer or any Subsidiary is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will cease to be of further effect as to all Notes issued thereunder hereunder, except for Sections 7.07 and 8.05(b) hereof, which shall survive the satisfaction and discharge of this Indenture, when either either (ia) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the IssuerCompany) have been delivered to the Trustee for cancellation or cancellation; or (ii) (Ai) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or payable, will become due and payable within one year or 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 Issuer Company has irrevocably deposited or caused to be deposited with the Trustee as trust Trustee, in trust, funds in trust an amount of money sufficient to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, principal of (and premium, if any, on) and accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, redemption, (ii) the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, paid or caused to be paid, paid all sums payable by it the Company under this Indenture, and and (Diii) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore previously cancelled or delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to Section 1001(c), (x) the Issuer amount of money or U.S. Government Obligations, or a combination thereof, that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1102 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X shall survive such satisfaction and discharge until the Redemption Date shall have occurred.

Satisfaction and Discharge of Indenture. (a) This Indenture will shall be discharged and will shall cease to be of further effect (except those obligations referred to in Section 9.01(c)) as to all outstanding Notes issued thereunder when either and the Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (i1) all such the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and 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 IssuerIssuer or discharged from this trust) have been delivered to the Trustee for cancellation or cancellation, or (ii2) (Aa) all such Notes not theretofore delivered to the Trustee for cancellation otherwise (i) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, (ii) will become due and payable payable, or may be called for redemption, within one year and or (iii) have been called for redemption pursuant to paragraph 5 of the Notes and, in any case, the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds funds, in trust an amount solely for the benefit of money the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness Indebtedness (including all principal and accrued interest and Liquidated Damages, if any) on such the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemptioncancellation, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (Cb) the Issuer has paid, or caused to be paid, paid all other sums payable by it under this Indenture, and (Dc) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Datedate of redemption, as the case may be. . (b) In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfiedcomplied with. (c) Notwithstanding Section 9.01(a), the Issuer’s obligations in Article 2 and Sections 4.01, 4.07, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. (d) After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuer’s and each Guarantor’s obligations under the Notes, the Note Guarantees and this Indenture except for those surviving obligations specified above. (e) The Issuer shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at stated maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This The Outstanding Notes and this Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Outstanding Notes and this Indenture when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, (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 reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously cancelled or delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to the third paragraph of Section 1009, (x) the Issuer amount of money or U.S. Government Obligations, or a combination thereof, that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture and the Outstanding Notes, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1103 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X shall survive such satisfaction and discharge until the Redemption Date shall have occurred.

Satisfaction and Discharge of Indenture. This The Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued thereunder when either hereunder when: (i) either: (A) all such Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the IssuerCompany) have been delivered to the Trustee for cancellation or cancellation; or (ii) (AB) all such Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount solely for the benefit of money the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, ; (Bii) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than from the borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument (other than the Indenture) to which the Issuer, the Company or any of the other Guarantors Guarantor is a party or by which it the Company or any Guarantor is bound, ; (Ciii) the Issuer Company or any Guarantor has paid, paid or caused to be paid, paid all sums payable by it under this Indenture, and ; and (Div) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or the Redemption Dateredemption date, as the case may be. In addition, the Issuer must Company shall deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will and the Outstanding Notes shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes, as expressly provided for in this Indenture) as to all Notes issued thereunder when either Outstanding Notes, and the Trustee, on demand of and at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture and the Outstanding Notes, when (i) either (a) all such Notes theretofore previously authenticated and delivered (except lostother than (x) Notes that have been mutilated, destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (y) Notes for whose payment money has theretofore previously been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuerCompany or discharged from such trust, as provided in Section 403) have been canceled or delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore previously canceled or delivered to the Trustee for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of a redemption notice by the Trustee in the name, and at the Issuer expense, of the Company; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously canceled or delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit (in the case of Notes that have become due and payable) or shall occur to the Stated Maturity or Redemption Date, as a result the case may be (provided that if such redemption is made pursuant to Section 6(c) of the applicable Notes Supplemental Indenture (or, with respect to Additional Notes other than the Initial Notes, the corresponding redemption provision relating to such deposit and such deposit will not result in a breach Additional Notes), the amount of money or violation ofU.S. Government Obligations, or constitute a default undercombination thereof, any other instrument to which the Issuer, that the Company must irrevocably deposit or any cause to be deposited shall be determined using the Applicable Premium (as defined in Section 6 of the Notes Supplemental Indenture for the Initial Notes or, in the case of Additional Notes other Guarantors is a party or than the Initial Notes, as defined in the relevant Notes Supplemental Indenture relating to such Additional Notes) calculated as of the date of the applicable redemption notice by the Company in good faith (which it is bound, such calculation shall be conclusive)); (Ciii) the Issuer Company has paid, paid or caused to be paid, paid all other sums with respect to the Notes then payable hereunder by it under this Indenture, and the Company; (Div) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture directing the Trustee to give the notice of redemption and apply the deposited money and/or U.S. Government Obligations, as applicable, toward the payment of such the Notes at maturity the Stated Maturity or on the Redemption Date, as the case may be. In addition; and (v) the Company has delivered to the Trustee an Officer’s Certificate of the Company and, to the Issuer must deliver an Officers’ Certificate and extent requested by the Trustee, an Opinion of Counsel Counsel, each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture as to all Outstanding Notes have been satisfiedcomplied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii), (iii) and (iv)). Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1103 shall survive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will shall upon Company Request cease to be of further effect with respect to any series of Notes specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Notes of such series herein expressly provided for and any right to receive Additional Amounts, as provided in Section 1012), and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when, (1) either (A) all Notes issued thereunder when either (i) all of such Notes series theretofore authenticated and delivered other than (except lost, stolen or destroyed i) Notes which of such series that have been destroyed, lost or stolen and replaced or paid as provided in Section 306, and (ii) Notes of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuerCompany or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation or cancellation; or (ii) (AB) all Notes of such Notes series not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption at the option of the Company 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 Issuer Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount of money money, sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, premiumprincipal and premium or Make-Whole Amount, if any, any and accrued and unpaid interest and Additional Amounts, if anyinterest, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit (in the case of Notes which have become due and payable) or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In addition, ; (2) the Issuer must deliver Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section 606, the obligations of the Company to any Authenticating Agent under Section 611 and, if money shall have been deposited with and held by the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will and the Note Security Documents shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore previously cancelled or delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to Section 6(d) of the applicable Notes Supplemental Indenture, (x) the Issuer amount of money or U.S. Government Obligations, or a combination thereof, that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1102 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X (and Section 6 of each applicable Notes Supplemental Indenture) shall survive such satisfaction and discharge until the Redemption Date shall have occurred.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either If at any time: (ia) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which the Company shall have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation all Securities of a series theretofore authenticated and not delivered to the Trustee for cancellation (other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.07 and Securities for whose payment money or Governmental Obligations have theretofore been irrevocably deposited in trust or segregated and held in trust by the Company and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); or (ii) (Ab) all such Notes Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable payable, or are by reason of the making of a notice of redemption or otherwise or will their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Issuer has Company shall irrevocably deposited deposit or caused cause to be deposited with the Trustee as trust funds the entire amount in trust an amount moneys or Governmental Obligations or a combination thereof, sufficient in the opinion of money sufficient a nationally recognized firm of independent public accountants or investment bankers expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Notes at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, due or to the become due to such date of maturity or date fixed for redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, together with instructions from the Issuer must deliver Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company, and if the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.10, 11.05 and 13.04 that shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.

Satisfaction and Discharge of Indenture. This The Outstanding Notes and this Indenture will shall be discharged and will shall cease to be of further effect and the Liens on the Collateral securing the Notes and the Subsidiary Guarantees will be released (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee and the Collateral Agent, as applicable, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Outstanding Notes and this Indenture and the Liens, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, (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 reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously cancelled or delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to the third paragraph of Section 1009, (x) the Issuer amount of money or U.S. Government Obligations, or a combination thereof, that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture and the Outstanding Notes, (a) the obligations of the Company to the Trustee and the Collateral Agent under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1103 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X shall survive such satisfaction and discharge until the Redemption Date shall have occurred.

Satisfaction and Discharge of Indenture. This Indenture will and the rights of the holders of the Notes shall be discharged and will shall cease to be of further effect as to all Notes issued thereunder when either thereunder, when: (a) either: (i) all such Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) , have been delivered to the Trustee for cancellation or cancellation; or (ii) (A) all such Notes that have not theretofore been delivered to the Trustee for cancellation (A) have become due and payable by reason of the making delivery of a notice of redemption or otherwise or otherwise, (B) will become due and payable within one year, or (C) 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 Issuer, and in each case, the Issuer or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount solely for the benefit of money sufficient the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants (with respect to any non-callable Government Securities), without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption; provided that, (B) no Default (other than upon any redemption that requires the payment of a premium, the amount deposited shall be sufficient to Incur Indebtedness used the extent that an amount is deposited with the Trustee equal to defease the Notes under this Article) premium calculated as of the date of the notice of redemption, with respect to this Indenture or the Notes shall have occurred and be continuing any deficit on the date of redemption only required to be deposited with the Trustee on or prior to the date of redemption (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such deposit or shall occur as a result of such deposit and such deposit will not result deficit is in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, fact paid); (Cb) the Issuer or the Guarantor has paid, paid or caused to be paid, paid all sums payable by it with respect to the Notes under this Indenture, and ; (Dc) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be. In addition, ; and (d) the Issuer must deliver has delivered an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (a), (b) and (c)).

Satisfaction and Discharge of Indenture. This The obligations of the Company and the Guarantors under this Indenture will shall be discharged and will cease to be of further effect as to all Notes issued thereunder hereunder, except for Sections 7.07 and 8.05(b) hereof, which shall survive the satisfaction and discharge of this Indenture, when either (i) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and 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 IssuerCompany or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (ii) (Ai) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or payable, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds Trustee, in trust trust, funds, non-callable Government Securities or a combination thereof, in an amount sufficient in the opinion of money sufficient a nationally recognized firm of independent public accountants to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, principal of (and premium, if any, on) and accrued and unpaid interest and Additional Amounts, if anyinterest, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, redemption, (ii) the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, paid or caused to be paid, paid all sums payable by it the Company under this Indenture, and and (Diii) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfiedcomplied with.

Satisfaction and Discharge of Indenture. This The Outstanding Notes and this Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Outstanding Notes and this Indenture when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, (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 reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously cancelled or delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to the “make-whole” provisions of Section 1009, (x) the Issuer amount of money or U.S. Government Obligations, or a combination thereof, that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfied.complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture and the Outstanding Notes, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1103 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X shall survive such satisfaction and discharge until the Redemption Date shall have occurred. Section 1102. [Reserved]

Satisfaction and Discharge of Indenture. (a) This Supplemental Indenture will shall be discharged and will shall cease to be of further effect (except those obligations referred to in Section 9.01(c) hereof) as to all outstanding Notes issued thereunder when either and Note Guarantees and the Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Supplemental Indenture, when: (i) all such the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and 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 IssuerIssuer or discharged from this trust) have been delivered to the Trustee for cancellation or cancellation, or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation otherwise (x) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, (y) will become due and payable payable, or may be called for redemption, within one year and or (z) have been called for redemption pursuant to paragraph 5 of the Notes and, in any case, the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds funds, in trust an amount solely for the benefit of money the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness Indebtedness (including all principal and accrued interest) on such the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemptioncancellation, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, paid all other sums payable by it under this Supplemental Indenture, and (DC) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Datedate of redemption, as the case may be. . (b) In addition, the Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfiedcomplied with. (c) Notwithstanding Section 9.01(a) hereof, the Issuer’s obligations in Article 2 and Sections 4.01, 4.07, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. (d) After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuer’s and each Guarantor’s obligations under the Notes, the Note Guarantees and this Supplemental Indenture except for those surviving obligations specified above. (e) The Issuer shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at stated maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 hereof for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness as the result of the incurrence of indebtedness used to defease discharge the Notes under this ArticleSection 8.5) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will Indenture, and the rights of the Trustee and the Holders of the Notes under the Security Documents, shall be discharged and will shall cease to be of further effect as to all Notes issued thereunder when either thereunder, when: (a) either: (i) all such Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) , have been delivered to the Trustee for cancellation or cancellation; or (ii) (A) all such Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making delivery of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount solely for the benefit of money sufficient the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption, ; (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (Cb) the Issuer or any Guarantor has paid, paid or caused to be paid, paid all sums payable by it under this Indenture, and ; (Dc) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be. In addition, maybe; and (d) the Issuer must deliver has delivered an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (a), (b) and (c)).

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect (except as to all surviving rights of registration of transfer or exchange of the Notes issued thereunder when either (i) all such Notes theretofore authenticated and delivered (except lostthe rights and immunities of the Trustee, stolen or destroyed Notes which have been replaced or paid as set forth in this Indenture, and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer’s and Guarantors’ obligations in connection therewith, in each case, as expressly provided for in this Indenture) have been delivered to and the Trustee for cancellation or (ii) (A) all such Notes not theretofore delivered to Trustee, on written demand of and at the Trustee for cancellation have become due and payable by reason expense of the making Issuer and upon receipt of a notice an Officers’ Certificate and an Opinion of redemption or otherwise or will become due and payable within one year and Counsel as provided in Section 6.1(c) below shall execute proper instruments acknowledging the same, when: (a) the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount of money in U.S. dollars or U.S. Government Obligations, or a combination thereof in such amounts and at such times as will be sufficient to pay and discharge the entire indebtedness Indebtedness on the Notes that have not, prior to such Notes not theretofore time, been delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and any Additional Amounts and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease on the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit (in the case of Notes which have become due and payable) or shall occur to the Redemption Date or Maturity Date, as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenturecase may be, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity the applicable installment date or on the Redemption Date, as the case may be. In addition, and either: (i) all Notes that have been authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer must deliver and thereafter repaid to the Issuer or discharged from such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or (ii) all Notes that have not been delivered to the Trustee for cancellation (x) have become due and payable (by reason of the giving of a notice of redemption or otherwise), (y) will become due and payable at the Maturity Date within one year or (z) 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 Issuer’s name, and at the Issuer’s expense; (b) the Issuer has paid or caused to be paid all sums payable by the Issuer under this Indenture; and (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that that: (i) all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied; and (ii) such satisfaction and discharge will not result in a breach or violation of, or constitute an Event of Default under, this Indenture or any other agreement or instrument to which the Parent Guarantor, the Issuer or any Restricted Subsidiary is a party or by which the Parent Guarantor, the Issuer or any Restricted Subsidiary is bound.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will cease to be of further effect as to all Notes issued thereunder hereunder, when either either (ia) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the IssuerCompany) have been delivered to the Trustee for cancellation or cancellation; or (ii) (Ai) all such Notes not theretofore delivered to the such Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer Company or a Guarantor, has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust an amount of money sufficient to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the date of maturity or redemption, ; (Bii) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors a Guarantor, is a party or by which it the Company or a Guarantor is bound, ; (Ciii) the Issuer Company or a Guarantor has paid, paid or caused to be paid, paid all sums payable by it under this Indenture, and ; and (Div) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Dateredemption date, as the case may be. In addition, the Issuer Company must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect as to all Notes a series of Securities issued thereunder when either hereunder if at any time: (a) either (i) all such Notes theretofore authenticated and the Company shall have delivered (except lost, stolen or destroyed Notes which shall have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid caused to the Issuer) have been be delivered to the Trustee for cancellation all Securities of a series theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.07 and Securities for whose payment funds or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.06); or (ii) (A) all such Notes Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable or are by reason of the making of a notice of redemption or otherwise or will their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Issuer has Company shall irrevocably deposited deposit or caused cause to be deposited with the Trustee as trust funds in trust an amount of money funds, cash or Governmental Obligations that will generate enough cash, or a combination thereof sufficient to pay and discharge the entire indebtedness on in Dollars (except as otherwise provided pursuant to Section 2.01) at maturity or upon redemption all Securities of such Notes series not theretofore delivered to the Trustee for cancellation for cancellation, including principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, due or to the become due on such date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Datedate, as the case may be. In addition, ; (b) the Issuer must deliver Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to such series; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been satisfiedcomplied with. Nothing in this Section 11.02 shall be deemed to discharge the following provisions that shall survive until the date of maturity or redemption date, as the case may be: (A) the rights of Holders of Securities of such series to receive, solely from the trust fund described in Section 11.03(c) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when due, (B) the Company’s obligation with respect to such Securities under Sections 2.03, 2.04, 2.05, 2.07, 4.02, 4.03, 7.05 and 7.10 hereof, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XI. Sections 7.06 and 11.06 shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to all surviving rights of registration of transfer or exchange of the Notes issued thereunder when either as expressly provided for in this Indenture) when: (a) the Issuer or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, for the benefit of the holders of the Notes, cash in euros, non-callable European Government Obligations, or a combination of cash in euros and non-callable European Government Obligations, in each case, in such amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes that have not, prior to such time, been delivered to the Trustee for cancellation, for principal of, premium, if any, and any Additional Amounts, if any, and accrued and unpaid interest to the date of maturity or redemption, as the case may be, and the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of Notes at Maturity or on the redemption date, as the case may be; and either: (i) all such Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) Issuer or the Guarantor, have been delivered to the Trustee for cancellation or cancellation; or (ii) (A) all such Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making mailing of a notice of redemption or otherwise or will shall become due and payable within one year and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, year. (Bb) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have Event of Default has occurred and be is continuing on the date of such the deposit or shall occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Debt and, in each case, the granting of Liens to secure such borrowings) and the deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, Issuer or the Company or any of the other Guarantors Guarantor is a party or by which it the Issuer or the Guarantor is boundbound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Debt, and in each case the granting of Liens to secure such borrowings); (Cc) the Issuer or the Guarantor has paid, paid or caused to be paid, paid all sums payable by it the Issuer under this Indenture, and ; and (Dd) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or the Redemption Dateredemption date, as the case may be. In addition, the Issuer must deliver an Officers’ ' Certificate and an Opinion opinion of Counsel counsel to the Trustee (and the Trustee shall rely on both absolutely) stating that all conditions precedent to satisfaction and discharge have been satisfiedsatisfied and that such satisfaction and discharge shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Guarantor or any Subsidiary is a party or by which the Guarantor or any Subsidiary is bound.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the IssuerCompany) have been delivered to the Trustee for cancellation cancellation; or (ii) (A) all such Notes not theretofore delivered to the such Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer Company has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and interest, Additional Amounts, if any, and Liquidated Damages, if any, to the date of maturity or redemption, ; (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, ; (C) the Issuer Company has paid, or caused to be paid, all sums payable by it under this Indenture, ; and (D) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer Company must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes as expressly provided for herein) as to all Outstanding Notes issued thereunder when either 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 (ia) either (1) all such the Notes theretofore authenticated and delivered (except other than (i) lost, stolen or destroyed Notes which have been replaced or paid and as provided in Section 3.8 or (ii) all Notes for whose payment money has United States dollars have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuerCompany or discharged from such trust as provided in Section 10.3) have been delivered to the Trustee for cancellation or cancellation; or (ii) (A2) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money in United States dollars sufficient to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including the principal of, premium, if any, and accrued and unpaid interest and Additional Amountson, if anysuch Notes at such Maturity, Stated Maturity or Redemption 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 date Trustee an Officers’ Certificate and an Opinion of maturity or redemptionIndependent Counsel, in form and substance reasonably satisfactory to the Trustee, each stating that (Bi) no Default all conditions precedent herein relating to the satisfaction and discharge hereof have been complied with and (other than to Incur Indebtedness used to defease the Notes under this Articleii) with respect to this Indenture or the Notes shall have occurred such satisfaction and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit 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 Issuer, the Company or any of the other Guarantors Subsidiary is a party or by which it the Company or any Subsidiary is bound. Notwithstanding the satisfaction and discharge hereof, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) obligations of the Issuer has delivered irrevocable instructions Company to the Trustee under Section 6.6 and, if United States dollars shall have been deposited with the Trustee pursuant to subclause (2) of subsection (a) of this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In additionSection 12.1, the Issuer must deliver an Officers’ Certificate and an Opinion obligations of Counsel to the Trustee stating that all conditions precedent to satisfaction under Section 12.2 and discharge have been satisfiedthe last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease If at any time (a) the Company shall have paid or caused to be paid the principal of further effect as to and interest and Liquidated Damages, if any, on all the Notes issued thereunder when either outstanding (i) all such other than Notes theretofore authenticated which have been destroyed, lost or stolen and delivered (except lost, stolen or destroyed Notes which have been replaced or paid as provided in Section 2.7) as and Notes for whose payment money has theretofore been deposited in trust when the same shall have become due and thereafter repaid to payable, or (b) the Issuer) Company shall have been delivered to the Trustee for cancellation all Notes theretofore authenticated (other than Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.7); and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction and discharging this Indenture. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered, by the Trustee in connection with this Indenture or the Notes. If at any time the exact amount described in clause (ii) below can be determined at the time of making the deposit referred to in such clause (Aii), (i) all such of the Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable payable, or are by reason of the making of a notice of redemption or otherwise or will their terms to become due and payable within one year year, and (ii) (a) the Issuer has Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, cash in an amount (other than moneys repaid by the Trustee or any Paying Agent to the Company in accordance with Section 12.4) or U.S. Government Obligations, maturing as to principal and interest, if any, at such times and in such amounts as will insure the availability of money cash sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and discharge interest, if any, on all of the Notes on each date that such principal or interest, if any, is due and payable in accordance with the terms of this Indenture and the Notes, and (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; then the Company shall be deemed to have paid and discharged the entire indebtedness on such all the Notes not theretofore delivered on the date of the deposit referred to in this clause (ii), and the provisions of this Indenture with respect to the Trustee for cancellation for principalNotes shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Notes, premium(ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders of Notes to receive payments of principal thereof and interest, if any, and accrued and unpaid interest and Additional Amounts, if any, to thereon upon the date of maturity or redemptionoriginal stated due dates therefor (but not upon acceleration), (Biv) no Default the rights, obligations, duties and immunities of the Trustee hereunder, (other than to Incur Indebtedness used to defease v) the rights of the Holders of Notes under this Article) as beneficiaries hereof with respect to this Indenture or the Notes shall have occurred and be continuing on property so deposited with 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 Trustee payable to which the Issuer, the Company all or any of them (vi) rights of Holders of Notes to convert the other Guarantors is a party or by which it is bound, Notes pursuant to Article IX and (Cvii) the Issuer has paid, or caused to be paid, all sums payable by it obligations of the Company under this Indenture, and (D) the Issuer has delivered irrevocable instructions Section 3.3 with respect to the Trustee under this Indenture to give Notes) and the notice Trustee, on demand of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent to contemplated by this provision have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction and discharge have been satisfieddischarging such Indebtedness.

Satisfaction and Discharge of Indenture. This Indenture will and the Note Security Documents shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore previously cancelled or delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to Section 6(c) of the applicable Notes Supplemental Indenture, (x) the Issuer amount of money or U.S. Government Obligations, or a combination thereof, that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1102 shall survive such satisfaction and discharge, (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X (and Section 6 of each applicable Notes Supplemental Indenture) shall survive such satisfaction and discharge until the Redemption Date shall have occurred and (c) the obligations of the Note Collateral Agent under Section 1513 shall survive until the second anniversary of such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of or transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money in United States dollars, U.S. Government Obligations, or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In addition, ; (iii) the Issuer must deliver Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1102, shall survive.

Satisfaction and Discharge of Indenture. This The provisions of this Indenture will be discharged and will shall upon Company Order cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes; when (a) either: (i) all such Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the IssuerCompany) have been delivered to the Trustee for cancellation or cancellation; or (ii) (A) all such Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount solely for the benefit of money the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal, premiumPrincipal and Liquidated Damages, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, Maturity; (Bb) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes 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 Issuer, the Company or any of the other Guarantors Guarantor is a party or by which it the Company or any Guarantor is bound, ; (Cc) the Issuer Company or any Guarantor has paid, paid or caused to be paid, paid all sums payable by it under this Indenture, and Indenture relating to the Notes; (Dd) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or Maturity; and (e) the Redemption Date, as Company has delivered to the case may be. In addition, the Issuer must deliver Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied 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)(ii) of this Section or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 8.03, the obligations of the Trustee under Sections 8.02 and 8.05 shall survive.

Satisfaction and Discharge of Indenture. This With respect to the Notes of any series, this Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either of such series herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of the Outstanding Notes of such series and this Indenture, when: (i) either: (a) all Notes of such Notes series theretofore authenticated and delivered (except lostother than (i) Notes of such series that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuerCompany or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes of such series not theretofore cancelled or delivered to the Trustee for cancellation cancellation: (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable; (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 reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations, or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption is made pursuant to Section 6(d) of the applicable Notes Supplemental Indenture, (x) the Issuer amount of money or U.S. Government Obligations or a combination thereof that the Company must deliver irrevocably deposit or cause to be deposited will be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith (which calculation shall be conclusive), and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1004, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company with respect to the Outstanding Notes of such series; and (iv) the Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel Counsel, each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). In the event there are Notes of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Notes of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Notes, the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1103 shall survive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This The Outstanding Notes and this Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Outstanding Notes and this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, (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 reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore previously cancelled or delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be made pursuant to Section 6(c) of the applicable Notes Supplemental Indenture, (x) the Issuer amount of money or U.S. Government Obligations, or a combination thereof, that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1103 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X (and Section 6 of each applicable Notes Supplemental Indenture) shall survive such satisfaction and discharge until the Redemption Date shall have occurred.

Satisfaction and Discharge of Indenture. This The provisions of this Indenture will be discharged and will shall upon Company Order cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes; when (a) either: (i) all such Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the IssuerCompany) have been delivered to the Trustee for cancellation or cancellation; or (ii) (A) all such Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount solely for the benefit of money the Holders of the Notes, cash in U.S. dollars, U.S. dollar-denominated non-callable Government Securities, or a combination thereof, in the case of Dollar Notes, and cash in euro, euro-denominated non-callable Government Securities or a combination thereof, in the case of Euro Notes, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal, premiumPrincipal and Additional Interest, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, Maturity; (Bb) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes 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 Issuer, the Company or any of the other Guarantors Guarantor is a party or by which it the Company or any Guarantor is bound, ; (Cc) the Issuer Company or any Guarantor has paid, paid or caused to be paid, paid all sums payable by it under this Indenture, and ; (Dd) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or Maturity; and (e) the Redemption Date, as Company has delivered to the case may be. In addition, the Issuer must deliver Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied 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)(ii) of this Section or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 8.03, the obligations of the Trustee under Sections 8.02 and 8.05 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will be discharged discharged, and will cease to be of further effect as to all Notes issued thereunder hereunder when either either: (i) all such Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the IssuerIssuers) have been delivered to the Trustee for cancellation cancellation; or (ii) (A) all such Notes that have not theretofore been delivered to the Trustee or the Registrar for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or otherwise, will become due and payable at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee (or such other entity designated or appointed (as trust funds agent) by it for this purpose) in trust an amount for the benefit of money the Holders, cash in U.S. Dollars, U.S. Government Obligations or a combination thereof for the U.S. Dollar Notes, or cash in sterling, U.K. Government Obligations or a combination thereof for the Sterling Notes, in each case, in such amounts as will be sufficient without any reinvestment to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee or the Registrar for cancellation for principal, premiumpremium and Additional Amounts, if any, and accrued and unpaid interest and Additional Amountsto, if anybut excluding, to the date of maturity or redemption, as the case may be; (Bb) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes 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 (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, deposit); (Cc) the Issuer has paid, Issuers or a Guarantor have paid or caused to be paid, paid all sums payable by it the Issuers under this Indenture, and ; (Dd) the Issuer has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or the Redemption Dateredemption date, as the case may be. In addition, ; and (e) the Issuer must deliver Issuers have delivered an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. If requested by the Issuers, the Trustee may distribute any amounts deposited in trust to the Holders prior to maturity or the redemption date, as the case may be.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore cancelled or delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to Section 1001(c), (x) the Issuer amount of money or U.S. Government Obligations, or a combination thereof, that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1102 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will (and all Liens on Collateral created pursuant to the Security Documents) shall be discharged and will shall cease to be of further effect as to all Notes issued thereunder when either hereunder (except, in each case, as to surviving rights under Section 2.06), or as to the Euro Secured Notes or the Dollar Secured Notes, as applicable, (except, in each case, as to surviving rights under Section 2.06) when: (a) the Issuers or the Parent Guarantor has irrevocably deposited or caused to be deposited with the Trustee (or such other party as directed by the Trustee) as funds in trust for such purpose an amount in cash in dollars, U.S. Government Securities or a combination of cash in dollars and U.S. Government Securities (in the case of the Dollar Notes), and cash in euros, European Government Obligations or a combination of cash in euros and European Government Obligations (in the case of the Euro Notes) sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay and discharge the entire Debt on such Notes not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and accrued and unpaid interest, Additional Amounts, if any, to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be and the Issuers or the Parent Guarantor shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of such Notes at Maturity or on the Redemption Date, as the case may be, and either: (i) all such Notes theretofore previously authenticated and delivered (except other than lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the IssuerIssuers or discharged from such trust, as provided in Section 8.07) have been delivered to the Trustee for cancellation or cancellation; or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by reason of the making mailing of a notice of redemption or otherwise or (B) will become due and payable at Stated Maturity within one year or (C) 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 Issuers’ name, and at the Issuer Issuers’ expense; and (b) the Issuers or the Parent Guarantor has irrevocably deposited paid or caused to be deposited with paid all other amounts payable by the Trustee as trust funds in trust Issuers under this Indenture; and (c) the Issuers or the Parent Guarantor has delivered an amount Officer’s Certificate and an Opinion of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered Counsel to the Trustee for cancellation for principal, premium, if anyeach stating that: (x) all conditions precedent to satisfaction and discharge have been satisfied, and accrued (y) such satisfaction and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit discharge will not result in a breach or violation of, or constitute a default under, this Indenture, the Security Documents or any other agreement or instrument governed by the laws of the State of New York to which the Issuer, the Company either Issuer or any of the other Guarantors Subsidiary is a party or by which it either Issuer or any Subsidiary is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. (a) This Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes herein expressly provided for) as to all outstanding Notes issued thereunder when either 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: (i) either (A) all such Notes theretofore authenticated and delivered (except other than (x) Notes which have been lost, stolen or destroyed Notes and which have been replaced or paid as provided in Section 2.8 hereof and (y) Notes for whose payment money has theretofore been deposited in trust by the Company and thereafter repaid to the IssuerCompany or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (ii) (AB) all such Notes not theretofore delivered to the Trustee for cancellation (other than (x) Notes which have been lost, stolen or destroyed and which have been replaced or paid as provided in Section 2.8 hereof and (y) 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 called for redemption pursuant to the terms of this Indenture or have otherwise become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year payable, and the Issuer Company, in each case, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money for the purpose U.S. Legal Tender sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalthe principal of, 57 premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, redemption together with irrevocable instructions from the Company or any of directing the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused Trustee to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions apply such funds to the Trustee under this Indenture to give the notice of payment or redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Datethereof, as the case may be. In addition, including in each such case, any amounts required to redeem or purchase any Additional PIK Notes that would be issuable on the Issuer must deliver next PIK Interest Payment Date pursuant to Section 2.3 hereof; (ii) the Company and the Guarantors have paid or caused to be paid all other sums payable hereunder by the Company and the Guarantors; and (iii) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion opinion of Counsel to the Trustee each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7 hereof shall survive and, if money shall have been deposited with the Trustee pursuant to clause (a)(i)(B) of this Section 8.1, the obligations of the Trustee under Sections 8.3 and 8.4 shall survive.

Satisfaction and Discharge of Indenture. (a) This Indenture will be discharged and will shall cease to be of further effect (except as to all any surviving rights of conversion, registration of transfer or exchange of Notes issued thereunder when either expressly provided for herein), and Trustee, on demand of and at expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) Either (A) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and other than 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 IssuerCompany or discharged from such trust, as provided in SECTION 9.04) have been delivered to the Trustee for cancellation or cancellation; or (ii) (AB) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, (ii) will become due and payable at their stated maturity within one (1) year, or (iii) are to be called for redemption within one (1) year under arrangements satisfactory to Trustee for the giving of notice of redemption by Trustee in the name, and at the expense, of the Company, and the Issuer Company 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 to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, premium, if any, Principal and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit (in the case of Notes which have become due and payable) or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at stated maturity or the Redemption Dateredemption date, as the case may be. In addition, ; (ii) the Issuer must deliver Company has paid or caused to be paid all other sums payable hereunder by the Company; and (iii) the Company has delivered to Trustee an Officers’ Officer's Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Holders under SECTION 4.01, to Trustee under SECTION 8.06, and, if money or U.S. Government Obligations shall have been deposited with Trustee pursuant to SECTION 9.01(A)(I)(B) of this Section, the obligations of Trustee under SECTION 9.02 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect as (except those obligations referred to all Notes issued thereunder in the penultimate paragraph of this Section 9.01) 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 either either: (ia) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid as provided in Section 2.07 hereof 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 IssuerCompany or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (iib) (i) either (A) pursuant to Article 3 hereof, the Company shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or (B) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of payable; (ii) the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount of money in U.S. legal tender sufficient to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalthe principal of, premiummake-whole amount, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, such deposit; (Biii) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is boundbound (other than a Default or Event of Default resulting from the incurrence of Indebtedness, all or a portion of which will be used to defease the Notes concurrently with such incurrence); (Civ) the Issuer Company has paid, paid or caused to be paid, paid all other sums payable hereunder by it under this Indenture, the Company; and (Dv) the Issuer Company has delivered to the Trustee (A) irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or the Redemption DateStated Maturity thereof, as the case may be. In addition, the Issuer must deliver and (B) an Officers’ Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with and that such satisfaction and discharge does not result in a default under any material agreement or instrument then known to such counsel which binds or affects the Company. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.07, 7.07 and 8.06 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding pursuant to Section 2.08 hereof, the Company’s obligations under Section 7.07 and 8.06 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Satisfaction and Discharge of Indenture. (a) This Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes herein expressly provided for) as to all outstanding Notes issued thereunder when either 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: (i) all such either (1) Notes theretofore authenticated and delivered (except other than (x) Notes which have been lost, stolen or destroyed Notes and which have been replaced or paid as provided in Section 2.07 hereof and (y) Notes for whose payment money has theretofore been deposited in trust by the Company and thereafter repaid to the IssuerCompany or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (ii) (A2) all such Notes not theretofore delivered to the Trustee for cancellation (other than (x) Notes which have been lost, stolen or destroyed and which have been replaced or paid as provided in Section 2.07 hereof and (y) 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 called for redemption pursuant to the terms of this Indenture or have otherwise become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year payable, and the Issuer Company, in each case, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money for the purpose U.S. Legal Tender sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalthe principal of, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, such deposit; (Bii) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, paid or caused to be paid, paid all other sums payable hereunder by it under this Indenture, and the Company; and (Diii) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 hereof shall survive and, if money shall have been deposited with the Trustee pursuant to clause (a)(i)(2) of this Section 8.01, the obligations of the Trustee under Sections 8.03 and 8.04 shall survive.

Satisfaction and Discharge of Indenture. This Indenture, and the rights of the Trustee, the Security Agent and the Holders of the Notes under this Indenture will and the Security Documents, shall be discharged and will shall cease to be of further effect as to all Notes issued thereunder when either thereunder, when: (a) either: (i) all such Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) , have been delivered to the Trustee for cancellation or cancellation; or (ii) (A) all such Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making delivery of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount solely for the benefit of money sufficient the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption, ; (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (Cb) the Issuer or any Guarantor has paid, paid or caused to be paid, paid all sums payable by it under this Indenture, and ; (Dc) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Date, as the case may be. In addition, ; and (d) the Issuer must deliver has delivered an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (a), (b) and (c)).

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will cease to be of further effect as to all the Notes issued thereunder when either (or as to the 2023 Notes or the 2025 Notes, as applicable) (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes (or as to the 2023 Notes or the 2025 Notes, as applicable); when (a) either: (i) all such Notes theretofore (or all 2023 Notes or 2025 Notes, as applicable) that have been authenticated and delivered (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the IssuerCompany) have been delivered to the Trustee for cancellation or cancellation; or (ii) all Notes (Aor all 2023 Notes or 2025 Notes, as applicable) all such Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise otherwise, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Issuer Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee (or such other entity designated by the Trustee for this purpose) as trust funds in trust an amount solely for the benefit of money the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such the Notes (or the 2023 Notes or the 2025 Notes, as applicable) not theretofore delivered to the Trustee for cancellation for principalPrincipal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity Maturity or redemption, ; (Bb) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer Guarantor has paid, paid or caused to be paid, paid all sums payable by it under this Indenture, and ; (Dc) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at maturity (or the Redemption Date2023 Notes or the 2025 Notes, as applicable) at Maturity or the case may be. In additionredemption date, as applicable; and (d) the Issuer must deliver Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent in this Indenture relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.06, and, if money shall have been deposited with the Trustee pursuant to clause (a)(ii) of this Section or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 8.03 or 8.04, the obligations of the Trustee under Sections 8.02 and 8.05 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes issued thereunder 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 either either: (ia) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid as provided in Section 2.07 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 IssuerCompany or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (iib) (i) either (A) pursuant to Article 3, the Company shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice, (B) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable at their stated maturity within one year or (C) 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 Issuer expense of the Company; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money U.S. legal tender or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalthe principal of, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, on the Notes to the date of such deposit or the stated maturity or redemptionredemption date, as the case may be; (Biii) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, ; (Civ) the Issuer Company has paid, paid or caused to be paid, paid all other sums payable hereunder by it under this Indenture, and the Company; (Dv) the Issuer Company has delivered to the Trustee (A) irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at the maturity or the Redemption Dateredemption thereof, as the case may be. In addition, the Issuer must deliver and (B) an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with and that such satisfaction and discharge does not result in a default under any Senior Credit Facility (if then in effect) or any other agreement or instrument then known to such counsel which binds or affects the Company; and (vi) that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to the provisions of Article 12 or to the rights of holders of Guarantor Senior Indebtedness pursuant to the provisions of Article 11.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except as to all any surviving rights of registration of transfer or exchange of Notes issued thereunder when either herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (i) either (a) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, 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 IssuerCompany or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (ii) (Ab) all such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation (1) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuer expense, of the Company, (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result (in the case of such deposit Notes that have become due and such deposit will not result in a breach or violation ofpayable), or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In additionbe (provided that if such redemption shall be pursuant to Section 1001(c), (x) the Issuer amount of money or U.S. Government Obligations or a combination thereof that the Company must deliver irrevocably deposit or cause to be deposited shall be determined using an Officers’ assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (iii) the Company has paid or caused to be paid all other sums then payable hereunder by the Company; and (iv) the Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel Counsel, each to the Trustee stating effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1102 shall survive.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes issued thereunder when and the Trustee, on written demand of and at the expense of Case New Holland, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either (ia) all such the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by Case New Holland and thereafter repaid to the IssuerCase New Holland or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) (Ab) all such of the Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise or payable, (ii) will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of Case New Holland, 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 Issuer expense, of Case New Holland, and Case New Holland has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust in an amount of money U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, on the Notes to the date of deposit together with irrevocable instructions from Case New Holland directing the Trustee to apply such funds to the payment thereof at maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, ; (2) Case New Holland and/or the Issuer must deliver Guarantors have paid all other sums payable under this Indenture; and (3) Case New Holland has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the foregoing paragraph, Case New Holland's obligations in Article 2 and Sections 4.01, 4.07, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, Case New Holland's obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of Case New Holland's and each Guarantor's obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes issued thereunder and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when either either: (ia) all such Notes theretofore authenticated and delivered (except lostother than (i) Notes which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid as provided in Section 2.07 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the IssuerIssuers or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (iib) (i) either (A) pursuant to Article 3, the Issuers shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or (B) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of payable; (ii) the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money U.S. legal tender or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalthe principal of, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, on the Notes to the date of maturity or redemption, such deposit; (Biii) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is Issuers are a party or by which it is they are bound, ; (Civ) the Issuer has paid, Issuers have paid or caused to be paid, paid all other sums payable hereunder by it under this Indenture, and the Issuers; (Dv) the Issuer has Issuers have delivered to the Trustee (A) irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such the Notes at the maturity or the Redemption Dateredemption thereof, as the case may be. In addition, the Issuer must deliver and (B) an Officers’ ' Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with; and (vi) that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to the provisions of Article 12 or to the rights of holders of Guarantor Senior Indebtedness pursuant to the provisions of Article 11.

Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either (i) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Paying Agent or Trustee for cancellation or (ii) (A) all such Notes not theretofore delivered to the Paying Agent or Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer has irrevocably deposited or caused to be deposited with the Paying Agent or Trustee as trust funds in trust an amount of money sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Paying Agent or Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur 44 Table of Contents as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenture, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon such discharge, the Paying Agent shall deliver the Notes to the Issuer, marked “paid”, or at the option of the Paying Agent, destroy the Notes and provide a certificate to the Issuer and the Trustee certifying such destruction.

Satisfaction and Discharge of Indenture. This Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued thereunder when either either: (ia) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation or (ii) (A) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as funds on trust funds in trust for such purpose an amount of money in Euro or European Government Obligations sufficient to pay and discharge the entire indebtedness Debt on such Notes not theretofore that have not, prior to such time, been delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and any Additional Amounts and accrued and unpaid interest and Additional Amounts, if any, to the date of maturity or redemption, (B) no Default (other than to Incur Indebtedness used to defease on the Notes under this Article) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit (in the case of Notes which have become due and payable) or shall occur to the Stated Maturity or Redemption Date, as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer, the Company or any of the other Guarantors is a party or by which it is bound, (C) the Issuer has paid, or caused to be paid, all sums payable by it under this Indenturecase may be, and (D) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of such Notes at maturity Stated Maturity or on the Redemption Date, as the case may be. In additionbe and either: (i) all of the Notes that have been authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or paid and Notes for which payment money has been deposited on trust or segregated and held on trust by the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel thereafter repaid to the Issuer or discharged from such trust as provided for in this Indenture) have been delivered to the Trustee stating for cancellation; or (ii) all Notes that have not been delivered to the Trustee for cancellation: (x) have become due and payable (by reason of the mailing of a notice of redemption or otherwise); (y) will become due and payable within one year of Stated Maturity; or (z) are to be called for redemption within one year of the proposed discharge date under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Issuer’s name and at the Issuer’s expense; (b) the Issuer has paid or caused to be paid all conditions precedent to satisfaction and discharge have been satisfied.sums payable by the Issuer under this Indenture; and