Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) (A) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer Republic shall have paid or caused to be paid the principal of and interest (including Additional Amounts) on all of the Debt Securities of any series outstanding hereunder (other than Securities of such series which have been destroyedSeries Outstanding hereunder, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (iib) the Issuer Republic shall have delivered to the Trustee Registrar for cancellation all Debt Securities of any series Series theretofore authenticated (other than any Debt Securities of such series which shall have been purportedly destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.7) or (iiic) (Ai) all the securities Debt Securities of such series any Series not theretofore delivered to the Trustee Registrar for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor Republic shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds or the Paying Agent the entire amount in cash (other than moneys monies repaid by the Trustee or any paying agent Paying Agent to the Issuer Republic in accordance with Section 9.048.3 and Section 8.4) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Debt Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) that Series not theretofore delivered to the Trustee Registrar for cancellation, including principal and interest (including Additional Amounts) due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor Republic shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesRepublic, then this Indenture shall cease to be of further effect with respect to the Debt Securities of such series that Series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if anyexchange, (ii) substitution of apparently mutilated, defaced, purportedly destroyed, lost or stolen Debt Securities, (iii) rights of holders Holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if anyincluding Additional Amounts) thereon, (iv) the rights, obligations obligations, indemnities and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor Republic accompanied by an Officers' Certificate or a Guarantor's Officers' Officer’s Certificate and an Opinion of Counsel addressed to the Trustee, each stating that all conditions precedent to the satisfaction and discharge have been satisfied and at the cost and expense of the Issuer and the GuarantorRepublic, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, the Debt Securities of that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedSeries. The Issuer and the Guarantor agree Republic agrees to reimburse or cause the reimbursement of the Trustee for any documented and reasonably incurred costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesDebt Securities.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of of, and interest interest, if any, on all the Securities of any each series outstanding hereunder theretofore authenticated, (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as 2.9), in accordance with the terms of this Indenture and when the same shall have become due and payable, such Securities or (ii) as to Securities not so paid, the Issuer shall have delivered to the Trustee for cancellation all Securities of any each series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iii) as to Securities not so paid or delivered for cancellation, (A) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire money in an amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. or Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cashmoney, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (i) the principal and interest, if any, on all Securities of such series on each date that such principal or interest, if any, is due and payable and (other than ii) any mandatory sinking fund or analogous payments on the dates on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (iA) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if anySecurities, (iiB) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iiiC) the rights of holders Holders of Securities to receive payments of principal thereof thereof, and interest thereon interest, if any, thereon, upon the original stated due dates therefor or any date therefor of redemption (but no not upon acceleration), and remaining rights of the holders such Holders to receive mandatory sinking fund or analogous payments, if any, (ivD) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (vE) the rights of the Securityholders Holders of such series Securities as beneficiaries hereof with respect to the property so deposited with the Trustee and payable to all or any of them), them and (F) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction and discharge of and discharging this Indenture with respect to such series; providedIndenture, provided that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-then applicable mandatory rules or policies of any national securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. (aA) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iii) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bb) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4), (ii) in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, cash sufficient to pay at such maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto pursuant to Section 2.8 to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, including those under Section 6.6, (vvi) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vii) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; providedPROVIDED, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest interest, if any, on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Outstanding Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) (Ac)(i) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.049.05) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. or Government Obligations"), maturing as to principal and interest in such amounts and at such times and in such amounts as will insure the availability of cash, or sufficient, without reinvestment, in the opinion of a combination thereofnationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay at maturity or upon redemption all Outstanding Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest interest, if any, due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders to receive payments of principal thereof and interest thereon interest, if any, thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, from funds deposited with the Trustee, (iv) the rights, obligations obligations, immunities and immunities indemnities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest interest, if any, on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (aA) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer’s Certificate or indenture supplemental hereto pursuant to Section 2.3. If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) (Ax) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or (y) are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("“U.S. Government Obligations"”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (aa) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than bb) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of or transfer and exchange of securities of such series, and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder including any right to compensation and indemnification under Section 6.6, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for relating to the satisfaction and discharge contemplated by this provision have been complied with, and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to the Securities of such seriesseries and Coupons appertaining thereto; provided, provided that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees and expenses of counsel) thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any particular series outstanding Outstanding hereunder (other than Securities of such series which have been mutilated, defaced, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.11 or in lieu of or in substitution for which other Securities shall have been authenticated and delivered) as and when the same shall have become due and payable, or (iib) if the Issuer shall have has delivered to the Trustee for cancellation all Securities of any such series theretofore authenticated (other than any Securities of such series which shall have been mutilated, defaced, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.11 or in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (iii) (Ac)(i) all the securities Securities of such series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within 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 (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.049.4) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series not theretofore delivered to the Trustee for cancellation (other than any Securities of such series which shall have been mutilated, defaced, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee 2.11 or in lieu of or in substitution for cancellationwhich other Securities shall have been authenticated and delivered), including principal and interest interest, if any, due or to become due on or prior to such date of maturity or the date fixed for redemption, as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid make arrangements satisfactory in the reasonable opinion of the Trustee for the payment thereof all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Securityholders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration)interest, if any, thereon, and remaining rights of the holders Securityholders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder hereunder, including its rights under Section 5.5 and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest interest, if any, on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Outstanding Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iiic) (Ai) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.049.04 and Section 9.05) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. or Government Obligations"), maturing as to principal and interest in such amounts and at such times and in such amounts as will insure the availability of cash, or a combination thereofsufficient, sufficient without reinvestment, to pay at maturity or upon redemption all Outstanding Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest interest, if any, due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series(including any amounts due under Section 5.06), then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders to receive payments of principal thereof and interest thereon interest, if any, thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, from funds deposited with the Trustee (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, provided that the rights of Holders of the Securities to receive amounts in respect of principal of and interest interest, if any, on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.04) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("“U.S. Government Obligations"”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than 2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to the Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series and the Coupons appertaining thereto (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect as to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.04) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than 2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) 2.9), as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any such series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities and Coupons appertaining thereto of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Securities where the exact or maximum amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (x) shall have become due and payable, payable or (y) are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys monies repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4), specifically pledged as security for, and dedicated solely to the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (x) cash in an amount, or (y) in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cashcash not later than one day before the due date of payments in respect of the Securities, or (z) a combination thereof, sufficient (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable (whether at maturity or upon redemption all Securities (through operation of such series (other than a mandatory sinking fund or otherwise) including any Securities redemption or repayment at the option of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, Holder); and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer Issuer, all of the Securities of such series and any Coupons appertaining thereto shall be deemed paid and discharged and the provisions of this Indenture with respect to such Securities of such series, then this Indenture and Coupons shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer transfer, and exchange of securities Securities of such seriesseries or Coupons appertaining thereto, and the Issuer's right of optional redemption, if any, and the Holder's right to redemption or repayment at its option, if any, (ii) substitution of mutilated, defaced, defaced or apparently destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders the Holders of Securities and Coupons appertaining thereto to receive from the property so deposited payments of principal thereof and interest thereon upon on the original stated due date dates therefor (but no not upon acceleration)) or the Redemption Date or repayment date therefor, as the case may be and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder hereunder, including any right to compensation, reimbursement of expenses and indemnification under Section 6.6, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthem and (vi) the obligations of the Issuer under Sections 3.2, 3.3 and 3.4, Article Ten and Article Twelve), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel Counsel, which complies with Section 11.5, stating that the provisions of this Section have been complied with and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. In addition, in connection with the satisfaction and discharge pursuant to clause (c)(i)(y) above, the Trustee shall give notice to the Holders of Securities of such satisfaction and discharge. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities Securities. Notwithstanding the satisfaction and discharge of such seriesthis Indenture, the obligations of the Issuer to the Trustee under Section 6.6 shall survive.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Notes Outstanding hereunder (other than Securities of such series Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.7) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series Notes theretofore authenticated (other than any Securities of such series Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.7) or (iiic) in the case of Notes where the exact or maximum amount of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (Aii) below, (i) all the securities of such series Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.049.4) in the case of any series of Securities the payments on which may only be made in United States dollars, or direct obligations of the United States of America, backed by its full faith and credit ("“U.S. Government Obligations"”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities in the opinion of such series (other than any Securities a nationally recognized firm of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided independent public accountants expressed in Section 2.09) not theretofore a written certification thereof delivered to the Trustee for cancellationTrustee, including to pay (A) the principal of and interest on all Notes on each date that such principal or interest is due or and payable and (B) any mandatory sinking fund payments applicable to become Notes on the dates on which such payments are due on or prior to such date and payable in accordance with the terms of maturity as the case may be, Indenture and the Notes; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesthe Notes, then this Indenture with respect to the Notes shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, Notes and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (iii) rights of holders Holders of Notes to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder hereunder, and (v) the rights of the Securityholders Holders of such series Notes as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), ) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesthe Notes; provided, provided that the rights of Holders of the Securities Notes to receive amounts in respect of principal of and interest on the Securities Notes held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities Notes are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesNotes.

Satisfaction and Discharge of Indenture. (aA) If at any time (i) the Issuer Company shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bb) the Issuer or the Guarantor Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent Paying Agent to the Issuer Company in accordance with Section 9.0411.04), (ii) in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, cash sufficient to pay at maturity such Maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (a) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (b) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor Company shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesCompany, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, series and of Coupons appertaining thereto and the IssuerCompany's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date therefor dates therefore (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the 66 rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, including those under Section 6.6, (vvi) the rights of the Securityholders Holders of securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vii) the obligations of the Company under Section 4.03 and the Trustee, on demand of the Issuer or the Guarantor Company accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-then applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer Company shall have paid or caused to be paid the principal of and interest and Liquidated Damages, if any, on all the Securities of any series Notes outstanding hereunder (other than Securities of such series Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.7) as and when the same shall have become due and payable, or (iib) the Issuer Company shall have delivered to the Trustee for cancellation all Securities of any series Notes theretofore authenticated (other than any Securities of such series Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.7); 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) or below can be determined at the time of making the deposit referred to in such clause (iii) ii), (Ai) all of the securities of such series Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionyear, and (Bii) (a) the Issuer or the Guarantor Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the entire benefit of the Holders of the Notes, cash in an amount in cash (other than moneys repaid by the Trustee or any paying agent Paying Agent to the Issuer Company in accordance with Section 9.0412.4) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("or U.S. Government Obligations"), maturing as to principal and interest interest, if any, at such times and in such amounts as will insure the availability of cash, or cash sufficient in the opinion of a combination thereof, sufficient to pay at maturity or upon redemption all Securities nationally recognized firm of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided independent public accountants expressed in Section 2.09) not theretofore a written certification thereof delivered to the Trustee for cancellationTrustee, including to pay the principal of and interest interest, if any, on all of the Notes on each date that such principal or interest, if any, is due or to become due on or prior to such date and payable in accordance with the terms of maturity as this Indenture and the case may beNotes, and if, in any such case, (b) the Issuer Company has paid or the Guarantor shall also pay or cause caused to be paid all other sums payable hereunder by the Issuer Company; then the Company shall be deemed to have paid and discharged the entire indebtedness on all the Notes on the date of the deposit referred to in this clause (ii), and the provisions of this Indenture with respect to Securities of such series, then this Indenture the Notes shall cease to no longer be of further in effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if anyNotes, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (iii) rights of holders Holders of Notes to receive payments of principal thereof and interest interest, if any, thereon upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of such series Notes as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), them (vi) rights of Holders of Notes to convert the Notes pursuant to Article IX and (vii) the obligations of the Company under Section 3.3 with respect to the Notes) and the Trustee, on demand of the Issuer or the Guarantor Company accompanied by an Officers' Certificate or a Guarantor's Officers' ’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent contemplated by this provision have been complied with, and at the cost and expense of the Issuer and the GuarantorCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesIndebtedness.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, payable or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) (A) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if anydates therefor, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder hereunder, and (v) the rights obligations of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), Issuer under Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated authenti- cated and all unmatured Coupons appertaining thereto (other than any Securities Securi- ties of such series and Coupons appertaining thereto which shall have been destroyedde- stroyed, lost or stolen 62 and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be deter- mined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4) or, in the case of any series of Securities the payments on which may only be made in Dollars, obligations issued or guaranteed as to principal and interest by the United States dollars, direct obligations or by a Person controlled or supervised by and acting as an instrumentality of the government of the United States pursuant to author- ity granted by the Congress of America, backed by its full faith and credit the United States ("U.S. Government ObligationsObliga- tions"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent pub- lic accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (A) the principal and interest on all Securities of such series se- xxxx and Coupons appertaining thereto on each date that such principal or in- terest is due and payable and (other than B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, series and of Coupons appertaining thereto and the Issuer's right of optional op- tional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor or on the speci- fied redemption dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertain- ing thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.63

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) 2.9), as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any such series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities and Coupons appertaining thereto of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Securities where the exact or maximum amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (x) shall have become due and payable, payable or (y) are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount identified in cash subsection (x), (y) or (z) below (other than moneys monies repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4), specifically pledged as security for and dedicated solely to the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (x) cash in an amount or (y) in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cashcash not later than one day before the due date of payments in respect of the Securities, or (z) a combination thereof, sufficient (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable (whether at maturity or through operation of a mandatory sinking fund other than any Securities redemption or repayment at the option of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, Holder); and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer Issuer, all of the Securities of such series and any Coupons appertaining thereto shall be deemed paid and discharged and the provisions of this Indenture with respect to such Securities of such series, then this Indenture and Coupons shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer transfer, and exchange of securities Securities of such seriesseries or Coupons appertaining thereto, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, defaced or apparently destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders the Holders of Securities and Coupons appertaining thereto to receive from the property so deposited payments of principal thereof and interest thereon upon on the original stated due date dates therefor (but no not upon acceleration)) or the Redemption Date or repayment date therefor, as the case may be and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder hereunder, including any right to compensation, reimbursement of expenses and indemnification under Section 6.6, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthem and (vi) the obligations of the Issuer under Sections 3.2, 3.3 and 3.4), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel Counsel, which complies with Section 11.5, stating that the provisions of this Section have been complied with and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. In addition, in connection with the satisfaction and discharge pursuant to clause (c)(i)(y) above, the Trustee shall give notice to the Holders of Securities of such satisfaction and discharge. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities Securities. Notwithstanding the satisfaction and discharge of such seriesthis Indenture, the obligations of the Issuer to the Trustee under Section 6.6 shall survive.

Satisfaction and Discharge of Indenture. (a) If at any time This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either (i) the Issuer shall have paid all such Notes theretofore authenticated and delivered (except lost, stolen or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has theretofore been deposited in Section 2.09trust and thereafter repaid to the Issuer) as and when the same shall have become due and payable, or (ii) the Issuer shall have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iiiii) (A) all the securities of such series Notes not theretofore delivered to the Trustee for cancellation shall have become due and payable, payable by reason of the making of a notice of redemption or are by their terms to otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have has irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire in trust an amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, money sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, including principal premium, if any, and accrued and unpaid interest due or and Additional Amounts, if any, to become due on or prior to such the date of maturity or redemption, (B) no Default (other than as the result of the incurrence of indebtedness used to discharge the Notes under this Section 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, and if, in any such case. In addition, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by must deliver an Officers' Certificate or a Guarantor's Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably stating that all conditions precedent to satisfaction and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesdischarge have been satisfied.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer Company or any Guarantor shall have paid or caused to be paid the principal of of, premium, if any, and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been mutilated, defaced, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.08) as and when the same shall have become due and payable, or (ii) the Issuer Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.08) or (iii) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of, premium, if any, and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer Company or the any Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent Paying Agent to the Issuer Company in accordance with Section 9.048.04) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (X) the principal, premium, if any, and interest on all Securities of such series on each date that such principal, premium, if any, or interest is due and payable and (other than Y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer Company or the any Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesCompany, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, series and the IssuerCompany's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders of Securities to receive payments of principal thereof thereof, premium, if any, and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Company under Section 2.05) and the Trustee, on demand of the Issuer or the Guarantor Company accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel which comply with Section 11.04 and at the cost and expense of the Issuer and the GuarantorCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of of, premium, if any, and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer Company and the Guarantor Guarantors agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantors to the Trustee under Section 7.07 and the obligations of the Trustee under Section 8.01 shall survive.

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of of, and interest interest, if any, on all the Securities of any each series outstanding hereunder theretofore authenticated, (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9), in accordance with the terms of this Indenture and such Securities or (b) as and when the same shall have become due and payableto Securities not so paid, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any each series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) as to Securities not so paid or delivered for cancellation, (Ai) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire money in an amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. or Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cashmoney, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (A) the principal and interest, if any, on all Securities of such series on each date that such principal or interest, if any, is due and payable and (other than B) any mandatory sinking fund or analogous payments on the dates on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if anySecurities, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) the rights of holders Holders of Securities to receive payments of principal thereof thereof, and interest thereon interest, if any, thereon, upon the original stated due dates therefor or any date therefor of redemption (but no not upon acceleration), and remaining rights of the holders such Holders to receive mandatory sinking fund or analogous payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of such series Securities as beneficiaries hereof with respect to the property so deposited with the Trustee and payable to all or any of them), them and (vi) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction and discharge of and discharging this Indenture with respect to such series; providedIndenture, provided that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-then applicable mandatory rules or policies of any national securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. (aA) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iii) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and (Bb) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4), (ii) in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("“U.S. Government Obligations"”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cashcash sufficient in the opinion or based on the report of a nationally recognized firm of independent public accountants, investment bank or a combination thereof, sufficient appraisal firm to pay at such maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, or (iii) a combination thereof, sufficient, in the opinion or based on the report of a nationally recognized firm of independent public accountants, investment bank or appraisal firm expressed in a written certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; provided, that in the case of any redemption at a price or premium to be calculated based off the Treasury rate or similar rate, the amount deposited with the Trustee shall be sufficient for purposes of this Indenture to the extent that such amount is equal to the price or premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption only required to be deposited with the Trustee on or prior to the date of redemption; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to the Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, and the Issuer's right of optional redemption, if anySeries pursuant to Section 2.8, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders of Securities to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, including those under Section 6.6, (vvi) the rights of the Securityholders Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vii) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer's Certificate or supplemental indenture provided pursuant to Section 2.3. If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iii) in the case of any series of Securities where the exact amount of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (Ab) below, (a) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bb) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as funds in trust funds the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.049.4), (ii) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of AmericaAmerica or obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, backed by its the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States, which are not callable or redeemable at the option of the issuer thereof ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, cash sufficient to pay at such maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series pursuant to Section 2.8 and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, Securities (iii) rights of holders of Securities pursuant to Section 2.8 to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, including those under Section 6.6, (v) the rights of the Securityholders Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; providedPROVIDED, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. This Indenture will upon a Company Request or a Guarantor Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company or the Guarantor, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) If at any time either (i) the Issuer shall have paid or caused to be paid the principal of all Securities theretofore authenticated and interest on all the Securities of any series outstanding hereunder delivered (other than (A) Securities of such series which have been destroyed, lost lost, or stolen and which have been replaced or paid as provided in Section 2.092.07 and (B) Securities for the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor and thereafter repaid to the Company or the Guarantor or discharged from such trust, as and when the same shall provided in Section 6.03) have become due and payable, or (ii) the Issuer shall have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) (Aii) all the securities of such series Securities not theretofore delivered to the Trustee for cancellation shall (A) have become due and payable, or are by their terms to (B) will become due and payable at their Stated Maturity within one year year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company or the Guarantor, and the Company or the Guarantor, in the case of clause (A), (B), or (C) the Issuer or the Guarantor shall have irrevocably immediately above, has deposited or caused to be deposited with the Trustee as trust funds the entire in trust for such purpose an amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including for principal and any premium and interest (including Additional Interest) to the date of such deposit (in the case of Securities which have become due and payable) or to become due on the Stated Maturity or prior to such date of maturity Redemption Date, as the case may be, and if, in any such case, ; (b) the Issuer Company or the Guarantor shall also pay has paid or cause caused to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series Company or the Guarantor; and (except as to (ic) rights of registration of transfer and exchange of securities of such series, the Company and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Guarantor has delivered to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorCompany Officer's Officers' Certificate and an Opinion of Counsel and at the cost Guarantor has delivered a Guarantor Officer's Certificate, each stating that all conditions precedent herein provided for relating to the satisfaction and expense discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer Company and the Guarantor agree to reimburse the Trustee for under Section 9.06, the obligations of the Company and the Guarantor to any costs or expenses thereafter reasonably and properly incurred and to compensate Authenticating Agent under Section 9.13, and, if money shall have been deposited with the Trustee for any services thereafter reasonably and properly rendered by pursuant to subclause (ii) of clause (a) of this Section 12.01, the obligations of the Trustee in connection with this Indenture or the Securities of such seriesunder Sections 6.03(e) and 12.02, will survive.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer Company shall have delivered to the Trustee cancelled or for cancellation all Securities of any series Series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such series Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) ), or (iiib) in the case of any Series of Securities where the exact amount (Aincluding currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer Company or the Guarantor shall have irrevocably deposited deposit or caused cause to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such series (other than any Securities of such series which Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have been destroyedbecome due and payable, lost or stolen are by their terms to become due and which payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall have been replaced deposit or paid cause to be deposited with the Trustee as provided trust funds the entire amount in Section 2.09) cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellationcancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of (and premium, including if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest due on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to become due on the District of Columbia pursuant to its unclaimed property or prior to such date of maturity as the case may besimilar laws, and if, if in any such case, either case the Issuer Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesCompany or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such series Series (except as to (i) rights the provisions applicable to transfers and exchanges of registration of transfer and exchange of securities Securities of such series, Series and any coupons appertaining thereto) and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedsuch Series. The Issuer and the Guarantor agree Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. (a) If at any time (ia)(i) the Issuer Issuers shall have paid or caused to be paid the principal of of, premium, if any, and interest on all the Securities of any series outstanding hereunder Notes (other than Securities of such series Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.04) as and when the same shall have become due and payable, or (ii) the Issuer Issuers shall have delivered to the Trustee for cancellation cancelation all Securities of any series Notes theretofore authenticated (other than any Securities of such series Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) 2.04), or (iiib)(i) (A) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payableNotes mature within one year, or are by their terms to become due and payable within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have Issuers irrevocably deposited or caused to be deposited deposits in trust with the Trustee Trustee, as trust funds solely for the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations benefit of the United States of AmericaHolders, backed by its full faith and credit ("money or U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, Obligations or a combination thereofthereof sufficient, sufficient to pay at maturity or upon redemption all Securities in the opinion of such series (other than any Securities a nationally recognized firm of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided independent public accountants expressed in Section 2.09) not theretofore a written certificate delivered to the Trustee for cancellationTrustee, including without consideration of any reinvestment, to pay principal of and premium and interest due on the Notes to maturity or to become due on or prior to such date of maturity redemption, as the case may be, and to pay all other sums payable by it hereunder, (iii) no Default has occurred and is continuing on the date of the deposit, (iv) the deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuers are a party or by which they are bound, and (v) the Issuers delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; and if, in any such case, the Issuer or the Guarantor Issuers shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect Issuers (including all amounts, payable to Securities of such seriesthe Trustee pursuant to Section 7.07), then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if anythen, (iix) substitution of mutilated, defaced, destroyed, lost or stolen Securities, after satisfying the conditions in clause (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon accelerationa), only the Company’s obligations under Sections 7.07 and remaining rights of 8.04 will survive or (y) after satisfying the holders to receive mandatory sinking fund paymentsconditions in clause (b), if anyonly the Issuers’ or the Company’s, (iv) the rightsas applicable, obligations in Article II and immunities of the Trustee hereunder Sections 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them)8.06 will survive, and and, in either case, the Trustee, on demand of the Issuer or the Guarantor Issuers accompanied by an Officers' Certificate or a Guarantor's Officers' ’ Certificate and an Opinion of Counsel 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 Issuer and the GuarantorIssuers, shall execute proper instruments acknowledging such satisfaction of and discharging of this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedIndenture. The Issuer and the Guarantor Issuers agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the Securities of such seriesNotes.

Satisfaction and Discharge of Indenture. Defeasance. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer Issuers shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than (1) any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.09 and (2) Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuers as provided in Section 11.05) or (iii) (Aii) all the securities Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor Issuers shall have irrevocably deposited or caused to be deposited deposit with the Trustee as trust funds the entire amount in cash the Currency in which such Debt Securities are denominated (other than moneys repaid by the Trustee or any paying agent except as otherwise provided pursuant to the Issuer in accordance with Section 9.042.03) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Debt Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on or prior to such date of maturity or redemption date, as the case may be, and if, if in any such case, either case the Issuer or the Guarantor Issuers shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuers, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) any surviving rights of registration of transfer and or exchange of securities of such series, Debt Securities herein expressly provided for and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration)of, and remaining rights of the holders to receive mandatory sinking fund paymentspremium, if any, (ivand interest on, such Debt Securities) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any Debt Securities of them)such series, and the Trustee, on demand of the Issuer or the Guarantor Issuers accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuers, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesIndenture.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyedhereunder, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.6) or (iii) (A) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bc)(1) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent Paying Agent to the Issuer in accordance with Section 9.049.4) in the case of any series of Securities the payments on which may only be made in United States dollars, or direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations")credit, maturing as to principal and interest in such amounts and at such times and in such amounts as will insure the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all such Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, and (2) the Issuer shall have delivered to the Trustee (i) either (A) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of the Issuer's exercise of its option under this Section 9.1(c) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised or (B) an Opinion of Counsel, reasonably satisfactory to the Trustee, to the same effect as the ruling described in clause (A) accompanied by a ruling to that effect published by the Internal Revenue Service and (ii) an Opinion of Counsel, reasonably satisfactory to the Trustee, to the effect that after the passage of 90 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Issuer's right of optional redemption, if any, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedIndenture. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) If at any time all outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced, as provided in Section 2.6, or paid have been delivered to the Trustee for cancellation or (ib) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyedhereunder, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (iic) (i) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) (A) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for upon the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds funds, (A) money in an amount or (B) Government Securities which through the entire amount payment of interest and principal will provide, no later than one day before the due date of payments in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations respect of the United States of AmericaSecurities, backed by its full faith and credit money in an amount or ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or C) a combination thereof, any one of options (A), (B) or (C) being sufficient to pay at maturity or upon redemption all Securities in the opinion of such series (other than any Securities a nationally recognized firm of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided independent public accountants expressed in Section 2.09) not theretofore a written certification thereof delivered to the Trustee for cancellationTrustee, including to pay the principal of and interest due or on the outstanding Securities to become due on or prior to such the date of maturity or redemption, as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the . The Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedIndenture. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter (including the reasonable fees of its counsel) there after reasonably and properly incurred and incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such seriestrust not otherwise provided for pursuant to such Section.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.04) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government ObligationsGOVERNMENT OBLIGATIONS"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than 2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ia)(i) the Issuer shall have paid or caused to be paid the principal of of, premium, if any, and interest interest, if any, on all the Securities Outstanding of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) 2.9), or (iiib)(i) (A) all the securities Securities of such any series not theretofore delivered to the Trustee for cancellation shall have become due and payablemature within one year, or are by their terms to become due and payable within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited deposits in trust with the Trustee Trustee, as trust funds solely for the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations benefit of the United States of AmericaHolders, backed by its full faith and credit ("money or U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, Obligations or a combination thereofthereof sufficient, sufficient to pay at maturity or upon redemption all Securities in the opinion of such series (other than any Securities a nationally recognized firm of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided independent public accountants expressed in Section 2.09) not theretofore a written certificate delivered to the Trustee for cancellationTrustee, including without consideration of any reinvestment, to pay principal of and premium and interest due on the Securities to maturity or to become due on or prior to such date of maturity redemption, as the case may be, and to pay all other sums payable by it hereunder, (iii) no Event of Default has occurred and is continuing on the date of the deposit, (iv) the deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound, and (v) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect (including all amounts, payable to Securities of such seriesthe Trustee pursuant to Section 6.6), then this Indenture shall cease to be of further effect with respect to Securities of such series then, (except as to x) after satisfying the conditions in clause (i) rights of registration of transfer and exchange of securities of such seriesa), and only the Issuer's right of optional redemption’s obligations under Sections 6.6 and 10.5, if anyas applicable, will survive or (iiy) substitution of mutilated, defaced, destroyed, lost or stolen Securities, after satisfying the conditions in clause (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon accelerationb), only the Issuer’s or obligations in Article Two and remaining rights of the holders to receive mandatory sinking fund paymentsSections 3.1, if any3.2, (iv) the rights6.6, obligations 6.10, 10.5, 10.6 and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them)10.7 will survive, and and, in either case, the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' ’ Certificate and an Opinion of Counsel 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 Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging of this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedIndenture. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the Securities of such series.Securities. ARTICLE ELEVEN MISCELLANEOUS PROVISIONS

Satisfaction and Discharge of Indenture. (a) If at This Indenture shall be discharged and shall cease to be of further effect as to all Securities of any time particular series issued hereunder when either (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any that series outstanding hereunder theretofore authenticated and delivered (other than except (A) lost, stolen or destroyed Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09306, and (B) as Securities for whose payment money has theretofore been deposited in trust and when the same shall have become due and payable, or (ii) thereafter repaid to the Issuer shall or discharged from such trust, as provided in the last paragraph of Section 1003) have been delivered to the Trustee for cancellation all the Securities of any that series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) for cancellation or (iiiii) (A) all the securities Securities of such that series not theretofore delivered to the Trustee for cancellation shall are due and payable by their terms within one year or have become due and payable, or are payable by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to reason of the Trustee for the giving making of a notice of redemption, redemption and (B) the Issuer or the Guarantor shall have has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust an amount of cash in any combination of currency or currency unit in which the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series are payable (other than any except as otherwise specified pursuant to Section 301 for the Securities of such series which shall have been destroyed, lost or stolen series) sufficient to pay and which shall have been replaced or paid as provided in Section 2.09) not theretofore discharge the entire indebtedness on such Securities delivered to the Trustee for cancellationthe Securities of that series for cancellation for principal (and premium, including principal if any) and interest due accrued and unpaid interest, if any, to the Stated Maturity or to become due on or prior to such date of maturity Redemption Date, as the case may be; (B) no Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and ifbe continuing on the date of such deposit and no Event of Default under Section 501(5) or Section 501(6) shall have occurred and be continuing on the 123rd day after such date; (C) the Issuer has paid, in any or caused to be paid, all sums payable by it under this Indenture; and (D) the Issuer has delivered irrevocable instructions to the Trustee for the Securities of that series under this Indenture to apply the deposited money toward the payment of such caseSecurities at the Stated Maturity or the Redemption Date, as the case may be. In addition, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by must deliver an Officers' Certificate or a Guarantor's Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesthat series stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer or the Guarantor shall have paid or caused to be paid the principal of and interest on amounts due under all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) ‎‎Section 2.09 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by any paying agent and thereafter repaid to the Issuer or the Guarantor or discharged from such trust, as provided in ‎‎Section 10.04), as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section ‎‎Section 2.09) or (iiic) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payablebeen exercised, or are by their terms to become due and payable be automatically exercised within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys monies repaid by the Trustee or any paying agent to the Issuer or the Guarantor in accordance with Section 9.04‎‎Section 10.04) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("“U.S. Government Obligations"”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption the amounts on all Securities of such series (other than any Securities of on each date that such series which shall have been destroyed, lost Security is exercised or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, redeemed; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesor the Guarantor, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, series and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders of Securities to receive payments of principal thereof and interest thereon all amounts of money due, upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if anyexercise thereof, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under ‎‎Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor Guarantor, as the case may be, accompanied by an Officers' Officer’s Certificate of the Issuer or a the Guarantor's Officers' Certificate , as the case may be, and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for relating to the satisfaction and discharge of this Indenture contemplated by this provision have been complied with, and at the cost and expense of the Issuer and or the Guarantor, as the case may be, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, provided that the rights of Holders of the Securities to receive amounts in respect of principal of and interest money due on the Securities held by them shall not be delayed longer than required by then-then applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Each of the Issuer and the Guarantor agree Guarantor, jointly and severally, agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer or the Guarantor shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys monies repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.04) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than 2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Officer's Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect (a) If at any time except as to (i) the Issuer shall have paid or caused any surviving rights of transfer, substitution and exchange of Securities, (ii) rights hereunder of Holders to be paid the receive payments of principal of (and premium, if any) and interest on all the Securities and other rights, duties and obligations of any series outstanding hereunder the Holders as beneficiaries hereof with respect to the amounts, if any, deposited with the Trustee pursuant to this Article IV and (iii) the rights and obligations of the Trustee hereunder), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.093.7 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as and when provided in Section 10.3) have been delivered to the same shall Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) (A) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to 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 of the Trustee for the giving date of notice of redemptiondeposit, and the Company, in the case of Clause (BB)(i) the Issuer or the Guarantor shall have irrevocably (B)(ii) above, has deposited or caused to be deposited with the Trustee as trust funds the entire in trust for such purpose an amount in cash (other than moneys repaid by the Trustee currency or any paying agent to currencies in which the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any are payable sufficient to pay and discharge the entire indebtedness on such Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including for principal (and premium, if any) and interest (including any Additional Interest) to the date of such deposit (in the case of Securities which have become due and payable) or to become due on the Stated Maturity; 26 33 (2) the Company has paid or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause caused to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series Company; and (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv3) the rights, obligations and immunities of Company has delivered to the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 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 4.2 and the Guarantor, last paragraph of Section 10.3 shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedsurvive. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSECTION 4.2.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest interest, if any, on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Outstanding Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iiic) (Ai) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.049.05) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. or Government Obligations"), maturing as to principal and interest in such amounts and at such times and in such amounts as will insure the availability of cash, sufficient, without reinvestment, and, in the case of a deposit of Government Obligations, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a combination thereofwritten certification thereof delivered to the Trustee, sufficient to pay at maturity or upon redemption all Outstanding Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest interest, if any, due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series and the related Guaranty of the Guarantor (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders to receive payments of principal thereof and interest thereon interest, if any, thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, from funds deposited with the Trustee, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest interest, if any, on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. At such time as the Issuer shall have effected such satisfaction and discharge of this Indenture with respect to any series of Securities, the Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under its Guaranty of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Issuer, the Guarantor or the Trustee and without the consent of the Holders of any Securities.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect as to all Outstanding Securities (except as to (A) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (B) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of Holders to receive payments of principal thereof and interest thereon, (D) the rights, obligations and immunities of the Trustee hereunder and (E) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee under the provisions of this Section 10.1) when (a) If at any time all Outstanding Securities, except lost, stolen or destroyed Securities which shall have been replaced or paid, as provided in Section 2.6, have been delivered to the Trustee for cancellation or (ib) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyedOutstanding hereunder, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (iic) (i) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) (A) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for upon the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds funds, (A) money in an amount or (B) Government Securities which through the entire amount payment of interest and principal will provide, no later than one day before the due date of payments in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations respect of the United States of AmericaSecurities, backed by its full faith and credit money in an amount or ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or C) a combination thereof, any one of options (A), (B) or (C) being sufficient to pay at maturity or upon redemption all Securities in the opinion of such series (other than any Securities a nationally recognized firm of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided independent public accountants expressed in Section 2.09) not theretofore a written certification thereof delivered to the Trustee for cancellationTrustee, including to pay the principal of and interest due or on the Outstanding Securities to become due on or prior to such the date of maturity or redemption, as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the . The Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedIndenture. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses (including the reasonable fees of its counsel) thereafter reasonably and properly incurred and incurred, to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and to indemnify the trust referred to in Section 10.2(a) for any tax liability and pay any expenses of such seriestrust not otherwise provided for pursuant to such Section.

Satisfaction and Discharge of Indenture. (a) If at any time This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder when either (i) the Issuer shall have paid all such Notes theretofore authenticated and delivered (except lost, stolen or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and destroyed Notes which have been replaced or paid as provided and Notes for whose payment money has theretofore been deposited in Section 2.09trust and thereafter repaid to the Issuer) as and when have been delivered to the same shall have become due and payable, Paying Agent or Trustee for cancellation or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) (A) all the securities of such series Notes not theretofore delivered to the Paying Agent or Trustee for cancellation shall have become due and payable, payable by reason of the making of a notice of redemption or are by their terms to otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have has irrevocably deposited or caused to be deposited with the Paying Agent or Trustee as trust funds the entire in trust an amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, money sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) Notes not theretofore delivered to the Paying Agent or Trustee for cancellationcancellation for principal, including principal premium, if any, and accrued and unpaid interest due or and Additional Amounts, if any, to become due on or prior to such 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, and if, in any such case. In addition, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by must deliver an Officers' Certificate or a Guarantor's 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 cost option of the Paying Agent, destroy the Notes and expense of provide a certificate to the Issuer and the Guarantor, shall execute proper instruments acknowledging Trustee certifying such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesdestruction.

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (A) the principal of (and premium on, if any,) and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal, premium or interest is due and payable and (other than B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of temporary, mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer Company shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyedhereunder, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (iib) the Issuer Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iiic) (Ai) all the securities of such series Securities not theretofore delivered to the Trustee for cancellation (x) shall have become due and payable, or (y) are by their terms to become due and payable 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, and (Bii) the Issuer or the Guarantor Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer Company in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all such Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, (iii) no Default or Event of Default shall have occurred or be continuing on the date of such deposit and (iv) such deposit 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 Company is a party or by which it is bound, and if, in any such case, the Issuer or the Guarantor Company shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesCompany, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (iA) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if anyexchange, (iiB) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (iiiC) rights of holders Holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if anythereon, (ivD) the rights, obligations and immunities of the Trustee hereunder hereunder, and (vE) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor Company accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedIndenture. The Issuer and the Guarantor agree Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on such Securities can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest in such amounts and at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (A) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may beseries, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, and of Coupons appertaining thereto, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), ) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rightsrights (including the Trustee's rights under Section 10.5), obligations and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), them and (vi) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel which complies with Section 11.5 and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (aA) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iii) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bb) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4), (ii) in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, cash sufficient to pay at such maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (a) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (b) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, including those under Section 6.6, (vvi) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vii) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.with

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on such Securities can be determined at the time of making the deposit referred to in clause (B) below, (A) all the securities Securities of such series and all Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the entire amount in cash (other than moneys repaid by purpose of making the Trustee or any paying agent following payments, specifically pledged as security for and dedicated solely to the Issuer benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (x) cash in accordance with Section 9.04an amount, or (y) in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cashcash in an amount, or (C) a combination thereof, sufficient 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 and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable (whether at maturity or upon redemption all Securities (through operation of such series (a mandatory sinking fund or otherwise) other than any Securities redemption at the option of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, Holder); and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer Issuer, then all of -52- 58 the Securities of such series and any Coupons appertaining thereto shall be deemed paid and discharged and the provisions of this Indenture with respect to such Securities of such series, then this Indenture and Coupons shall cease to be of further effect with respect to Securities of such series (except as to (i1) rights of registration of transfer and transfer, exchange of securities Securities of such series, series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii2) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii3) rights of holders Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise) other than any redemption at the option of the Holder) (but no not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv4) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v5) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (6) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel which complies with Section 11.5 and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedsame. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (aA) If at any --------------------------------------- time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) (Ai) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4) in the case of any series of Securities the payments on which may only be made in United States dollars, or direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest in such amounts and at such times and in such amounts as will insure the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all Securities of such series (and all unmatured Coupons appertaining thereto other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, and of Coupons appertaining thereto, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), ) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations rights (including the Trustee's rights under Section 10.5) and immunities of the Trustee hereunder and the Trustee's obligations under Sections 10.2 and 10.4, (v) the rights of the Securityholders holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthem and (vi) the obligations of the Issuer under Section 3.2), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel which complies with Section 11.5 and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the -------- rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) (A) all in the securities case of such any series not theretofore of Securities when the exact amount of principal of, and interest due on, which can be determined at the time of making the deposit referred to below, the Issuer shall have delivered to the Trustee an Opinion of Counsel that the Holders of such Securities will not recognize income, gain or loss for cancellation shall have become due federal income tax purposes as a result thereof and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04i) cash, (ii) in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest in such amounts and at such times and in such amounts as will insure the availability of cashcash or (iii) in the case of any series of Securities the payments on which may be made in Dollars, or a combination thereofof (i) and (ii), sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof addressed to the Trustee, to pay at maturity or upon redemption the principal of and each installment of principal of and interest on all Securities of such series Outstanding and Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not 2.9 and those theretofore delivered to the Trustee for cancellation, including ) on the date that such principal or interest is due and interest due payable and any mandatory sinking fund payments or analogous payments applicable to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesOutstanding series on the date on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, and of Coupons appertaining thereto, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), ) and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations rights and immunities of the Trustee hereunder and the Trustee's obligations under Sections 10.2 and 10.4, (v) the rights of the Securityholders holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), them and (vi) the obligations of the Issuer under Section 3.2 and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.04) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than 2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons of such series held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer or the Guarantor shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) (A) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("“U.S. Government Obligations"”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer or the Guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest in terest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' ’ Certificate (or a Guarantor's Officers' ’s Officer’s Certificate respectively) and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.04) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than 2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to the Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series and the Coupons appertaining thereto (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's Issuer s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Officer s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect as to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and of, interest on and any other amounts due under all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) 2.09 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by any paying agent and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.04), as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and all unmatured Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys monies repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.04) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (1) the principal, interest and other amounts on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than 2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-then applicable mandatory rules or policies of any securities exchange upon which the Securities and Coupons are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesseries and Coupons appertaining thereto.

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Securities where the exact or maximum amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (A) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer and/or the Guarantors shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer and/or the Guarantors shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) 2.9), or (iiic) in the case of any series of Securities where the exact amount of principal of and interest due on such Securities can be determined at the time of making the deposit referred to in clause (Aii) below, (i) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or and/or the Guarantor Guarantors shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer or any Guarantor in accordance with Section 9.0410.4) in the case of any series of Securities the payments on which may only be made in United States dollars, or direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest in such amounts and at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (A) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and to pay the Trustee any and all amounts due the Trustee under Section 6.7 hereunder, and (other than B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may beseries, and if, in any such case, the Issuer or and/or the Guarantor Guarantors shall also pay or cause to be paid all other sums payable hereunder by the Issuer and/or the Guarantors with respect to Securities of such series, then this Indenture and the Guarantees shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, and of Coupons appertaining thereto, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.receive

Satisfaction and Discharge of Indenture. (a) If at any time (ia)(i) the Issuer shall have paid or caused to be paid the principal of of, premium, if any, and interest interest, if any, on all the Securities Outstanding of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) 2.9), or (iiib)(i) (A) all the securities Securities of such any series not theretofore delivered to the Trustee for cancellation shall have become due and payablemature within one year, or are by their terms to become due and payable within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited deposits in trust with the Trustee Trustee, as trust funds solely for the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations benefit of the United States of AmericaHolders, backed by its full faith and credit ("money or U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, Obligations or a combination thereofthereof sufficient, sufficient to pay at maturity or upon redemption all Securities in the opinion of such series (other than any Securities a nationally recognized firm of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided independent public accountants expressed in Section 2.09) not theretofore a written certificate delivered to the Trustee for cancellationTrustee, including without consideration of any reinvestment, to pay principal of and premium and interest due on the Securities to maturity or to become due on or prior to such date of maturity redemption, as the case may be, and to pay all other sums payable by it hereunder, (iii) no Event of Default has occurred and is continuing on the date of the deposit, (iv) the deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or 52 instrument to which the Issuer is a party or by which it is bound, and (v) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect (including all amounts, payable to Securities of such seriesthe Trustee pursuant to Section 6.6), then this Indenture shall cease to be of further effect with respect to Securities of such series then, (except as to x) after satisfying the conditions in clause (i) rights of registration of transfer and exchange of securities of such seriesa), and only the Issuer's right of optional redemption’s obligations under Sections 6.6 and 10.5, if anyas applicable, will survive or (iiy) substitution of mutilated, defaced, destroyed, lost or stolen Securities, after satisfying the conditions in clause (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon accelerationb), only the Issuer’s or obligations in Article Two and remaining rights of the holders to receive mandatory sinking fund paymentsSections 3.1, if any3.2, (iv) the rights6.6, obligations 6.10, 10.5, 10.6 and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them)10.7 will survive, and and, in either case, the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' ’ Certificate and an Opinion of Counsel 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 Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging of this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedIndenture. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred incurred, and to compensate the Trustee for any services thereafter reasonably and properly rendered rendered, by the Trustee in connection with this Indenture or the Securities of such series.Securities. ARTICLE ELEVEN MISCELLANEOUS PROVISIONS

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyedhereunder, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.6) or (iii) (A) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bc)(1) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent Paying Agent to the Issuer in accordance with Section 9.049.4) in the case of any series of Securities the payments on which may only be made in United States dollars, or direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations")credit, maturing as to principal and interest in such amounts and at such times and in such amounts as will insure the availability of cash, or a combination thereof, cash sufficient to pay at maturity or upon redemption all such Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, (2) the Issuer or shall have delivered to the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to Trustee (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if any, either (iiA) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders a ruling directed to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) received from the rights of the Securityholders of such series as beneficiaries hereof with respect Internal Revenue Service to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, effect that the rights of Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of the Issuer's exercise of its option under this Section 9.1(c) and will be subject to receive amounts in respect of principal of and interest Federal income tax on the Securities held same amount and in the same manner and at the same times as would have been the case if such option had not been exercised or (B) an Opinion of Counsel, reasonably satisfactory to the Trustee, to the same effect as the ruling described in clause (A) accompanied by them shall not be delayed longer than required a ruling to that effect published by then-applicable mandatory rules or policies the Internal Revenue Service and (ii) an Opinion of any securities exchange upon which Counsel, reasonably satisfactory to the Securities are listed. Trustee, to the effect that after the passage of The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (A) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), (vi) the obligations of the Issuer under Section 3.2 and (vii) rights of conversion in respect of such Securities, if any) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding theretofore authenticated hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) 2.9 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by any paying agent and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.4), as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation cancellation, all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) (Ai) all the securities Securities of such any series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration)thereon, and remaining rights of the holders to 44 51 receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders Securityholders, of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-then applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer’s Certificate or supplemental indenture provided pursuant to Section 2.3. If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iii) in the case of any series of Securities where the exact amount of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as funds in trust funds the entire amount in (1) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.049.4), (2) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, cash sufficient to pay at such maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, or (3) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, series pursuant to Section 2.8 and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, Securities (iii) rights of holders of Securities pursuant to Section 2.8 to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, including those under Section 6.6, (v) the rights of the Securityholders Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Officer’s Certificate and an Opinion of Counsel complying with Section 10.5 and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; providedPROVIDED, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (aA) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers Certificate or indenture supplemental hereto provided pursuant to Section 2.3. If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iii) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bb) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.049.4), (ii) in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, cash sufficient to pay at such maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto pursuant to Section 2.8 to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, including those under Section 6.6, (vvi) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vii) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; providedPROVIDED, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer Company shall have delivered to the Trustee cancelled or for cancellation all Securities of any series Series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such series Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) ), or (iiib) in the case of any Series of Securities where the exact amount (Aincluding currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer Company or the Guarantor shall have irrevocably deposited deposit or caused cause to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all such Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee cancelled or for cancellation, including principal and interest due or to become due on or prior to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and ifall unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in cash sufficient to pay each installment of interest on such Series of Securities not theretofore delivered to the Trustee for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in any such caseeach of the foregoing cases, the Issuer amount of any moneys for the payment of principal of or interest on the Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesCompany or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such series Series (except as to (i) rights the provisions applicable to transfers and exchanges of registration of transfer and exchange of securities Securities of such series, Series and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themcoupons appertaining thereto), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedsuch Series. The Issuer and the Guarantor agree Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. (a) If at This Indenture will be discharged and will cease to be of further effect as to all Securities of any time particular series issued hereunder when either (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any that series outstanding hereunder theretofore authenticated and delivered (other than except (A) lost, stolen or destroyed Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09306 and (B) Securities of such series for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company or discharged from such trust, as and when provided in the same shall last paragraph of Section 1003) have become due and payable, or (ii) the Issuer shall have been delivered to the Trustee for cancellation all the Securities of any that series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) for cancellation or (iiiii) (A) all the securities Securities of such that series not theretofore delivered to the Trustee for cancellation shall are due and payable by their terms within one year or have become due and payable, or are payable by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to reason of the Trustee for the giving making of a notice of redemption, redemption and (B) the Issuer or the Guarantor shall have Company has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust an amount of cash in any combination of currency or currency unit in which the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series are payable (other than any except as otherwise specified pursuant to Section 301 for the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid except as provided in Section 2.09311(c), in which case the deposit to be made with respect to Securities for which or a Conversion Event has occurred as provided in Section 311(c), shall be made in the currency or currency unit in which such Securities are payable as a result of a Conversion Event) sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellationthe Securities of that series for cancellation of principal, including principal and interest due premium, if any, and accrued and unpaid interest, if any, to the Stated Maturity or to become due on or prior to such date of maturity Redemption Date, as the case may be; (B) no Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and ifbe continuing on the date of such deposit after giving effect thereto and no Event of Default under Section 501(4) or Section 501(5) shall have occurred and be continuing on the 123rd day after such date; (C) the Company has paid, in any or caused to be paid, all sums payable by it under this Indenture; and (D) the Company has delivered irrevocable instructions to the Trustee for the Securities of that series under this Indenture to apply the deposited money toward the payment of such caseSecurities at the Stated Maturity or the Redemption Date, as the case may be. In addition, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by Company must deliver an Officers' Certificate or a Guarantor's Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesthat series stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding theretofore authenticated hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) 2.9 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by any paying agent and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.4), as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for of cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and all unmatured Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) (Ai) all the securities Securities of such any series and all unmatured Coupons appertaining thereto not theretofore heretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0411.4) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesseries and Coupons appertaining thereto, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such seriesexchange, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration)thereon, and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto, as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-then applicable mandatory rules or policies of any securities exchange upon which the Securities and Coupons are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities and Coupons of such series.. 56 55

Satisfaction and Discharge of Indenture. (aA) If at any time --------------------------------------- (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series which and Coupons appertaining thereto that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series which and Coupons appertaining thereto that shall have been destroyed, lost or stolen and which that shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (A) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to -------- receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-then- applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest interest, if any, on all the Securities of any series outstanding Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Outstanding Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) (Ac)(i) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.049.05) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. or Government Obligations"), maturing as to principal and interest in such amounts and at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Outstanding Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest interest, if any, due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders Holders to receive payments of principal thereof and interest thereon interest, if any, thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, from funds deposited with the Trustee (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest interest, if any, on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Securities where the exact or maximum amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.049.4) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.,

Satisfaction and Discharge of Indenture. (a) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer Company shall have delivered to the Trustee cancelled or for cancellation all Securities of any series Series theretofore authenticated and all unmatured coupons, if any, appertaining thereto (other than any Securities of such series Series and coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) ), or (iiib) in the case of any Series of Securities where the exact amount (Aincluding currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer Company shall deposit or the Guarantor shall have irrevocably deposited or caused cause to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all such Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and premium, if any) and interest due or to become due on or prior to such date of maturity or date fixed for redemption, as the case may be, and ifbut excluding, in any such casehowever, the Issuer amount of any moneys for the payment of principal of (and premium, if any) or interest on the Guarantor Securities (1) theretofore deposited with the Trustee and repaid by the Trustee to the Company in accordance with the provisions of Section 8.05, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesCompany, then this Indenture shall cease to be of further effect with respect to the Securities of such series Series (except as to (i) rights the provisions applicable to transfers and exchanges of registration of transfer and exchange of securities Securities of such series, Series and any coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights obligations of the holders Company to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder under Section 7.07 which shall survive) and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedsuch Series. The Issuer and the Guarantor agree Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriesSecurities.

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series which and Coupons appertaining thereto that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series which and Coupons appertaining thereto that shall have been destroyed, lost or stolen and which that shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds for the entire amount purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto (x) cash in cash an amount, or (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04y) in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or (z) a combination thereof, sufficient (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (A) the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is or may, through the repurchase, redemption or repayment at the option of the Issuer or the Holders thereof, become due and payable and (other than B) any mandatory sinking fund payments on the dates on which such payments are due and payable, in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect and the Issuer has delivered to Securities the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such seriesdischarge of this Indenture have been complied with, then this Indenture shall cease to be of further effect with respect to the Securities of such series Series and the Coupons appertaining thereto (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration)) or dates called for redemption, and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer and the rights of the Holders of the Securities under Sections 3.1, 3.2, 3.3 and Article Eight (solely insofar as it relates to the surviving rights and obligations with respect to the Securities under this Indenture)), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listedIndenture. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4) or, in the case of any series of Securities the payments on which may only be made in Dollars, obligations issued or guaranteed as to principal and interest by the United States dollars, direct obligations or by a Person controlled or supervised by and acting as an instrumentality of the government of the United States pursuant to authority granted by the Congress of America, backed by its full faith and credit the United States ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (A) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, series and of Coupons appertaining thereto and the Issuer's right of 56 optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor or on the specified redemption dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (aA) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iii) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bb) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4), (ii) in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, cash sufficient to pay at such maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (a) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (b) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, including those under Section 6.6, (vvi) the rights of the Securityholders Holders of securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vii) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (aA) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iii) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bb) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4), (ii) in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, cash sufficient to pay at such maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (a) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (b) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, including those under Section 6.6, (vvi) the rights of the Securityholders Holders of securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vii) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-then- applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. If at any time: (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer Company shall have delivered to the Trustee for cancellation all Debt Securities of any a series theretofore authenticated (other than any Debt Securities of such series which that shall have been destroyed, lost or stolen and which that shall have been replaced or paid as provided in Section 2.09) 2.7 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 (iii) (Ab) all the securities such Debt Securities of such a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer Company shall deposit or the Guarantor shall have irrevocably deposited or caused cause to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, Governmental Obligations or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Debt Securities of such that series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due on or prior to such date of maturity or date fixed for redemption, as the case may be, and if, in any such case, if the Issuer or the Guarantor Company shall also pay or cause to be paid all other sums payable hereunder by the Issuer 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 effect that, and such opinion shall confirm that, the holders of the Deb Securities of such seriesseries will not recognize income, gain or lxxx 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 the case if such deposit, defeasance and discharge had not occurred, then this Indenture shall thereupon cease to be of further effect with respect to Securities of 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 to (i) rights of registration of transfer and exchange of securities of such seriesthe case may be, and the Issuer's right of optional redemptionSections 7.6 and 11.5, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders that shall survive to receive payments of principal thereof such date and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them)thereafter, and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel Company and at the cost and expense of the Issuer and the GuarantorCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (aA) If at any time (ia) the Issuer Company or any Guarantor shall have paid or caused to be paid the principal of of, premium, if any, and interest interest, including Additional Interest, on all the Securities Notes of any series outstanding hereunder (other than Securities Notes of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (iib) the Issuer Company shall have delivered to the Trustee for cancellation all Securities Notes of any series theretofore authenticated (other than any Securities Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iiic) in the case of any series of Notes where the exact amount (Aincluding the currency of payment) of principal of, premium, if any, and interest, including Additional Interest, due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the securities Notes of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bii) the Issuer Company or the any Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent Paying Agent to the Issuer Company in accordance with Section 9.048.4) or, in the case of any series of Securities Notes the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (X) the principal, premium, if any, and interest, including Additional Interest, on all Securities Notes of such series on each date that such principal, premium, if any, or interest, including Additional Interest, is due and payable and (other than Y) any Securities mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer Company or the any Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesCompany, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Notes of such series, series and the IssuerCompany's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (iii) rights of holders Holders of Notes to receive payments of principal thereof thereof, premium, if any, and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Notes of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Company under Section 2.5) and the Trustee, on demand of the Issuer or the Guarantor Company accompanied by an Officers' Certificate or a GuarantorOfficer's Officers' Certificate and an Opinion of Counsel which comply with Section 11.4 and at the cost and expense of the Issuer and the GuarantorCompany, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities Notes to receive amounts in respect of principal of of, premium, if any, and interest interest, including Additional Interest, on the Securities Notes held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities Notes are listed. The Issuer Company and the Guarantor Guarantors agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities Notes of such series. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantors to the Trustee under Section 7.7 and the obligations of the Trustee under Section 8.1 shall survive.

Satisfaction and Discharge of Indenture. (a) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer’s Certificate or supplemental indenture provided pursuant to Section 2.3. If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iii) in the case of any series of Securities where the exact amount of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (Ab) below, (a) all the securities Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bb) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as funds in trust funds the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.049.4), (ii) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of AmericaAmerica or obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, backed by its the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States, which are not callable or redeemable at the option of the issuer thereof ("“U.S. Government Obligations"”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, cash sufficient to pay at such maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series pursuant to Section 2.8 and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, Securities (iii) rights of holders of Securities pursuant to Section 2.8 to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, including those under Section 6.6, (v) the rights of the Securityholders Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; providedPROVIDED, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.092.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.092.9) or (iii) in the case of any series of Securities where the exact amount (Aincluding the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (Bb) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.0410.4), (ii) in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("“U.S. Government Obligations"”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, cash sufficient to pay at such maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyedredemption, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such seriesIssuer, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, including those under Section 6.6, (vvi) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vii) the obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such seriesIndenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer This Indenture shall have paid or caused upon Company Request cease to be paid the principal of and interest on all the further effect with respect to Securities of any series outstanding hereunder (except as to any surviving rights of registration of transfer or exchange of such Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) such Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as 306, and when the same shall have become due and payable, or (ii) such Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer shall Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) cancellation; or (iii) (AB) all the securities of such series Securities not theretofore delivered to the Trustee for cancellation shall (i) have become due and payable, or are by their terms to (ii) will become due and payable at their Stated Maturity within one year year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (Bi), (ii) or (iii) above, the Issuer or the Guarantor shall have Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire in trust for this purpose an amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) of money in the case of any series of currency or currency units in which such Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, are payable sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to become due on the Stated Maturity or prior to such date of maturity Redemption Date, as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.;

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer or the Guarantor shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) (A) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("“U.S. Government Obligations"”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer or the Guarantor with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' ’ Certificate (or a Guarantor's Officers' ’s Officer’s Certificate respectively) and an Opinion of Counsel and at the cost and expense of the Issuer and the GuarantorIssuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect (aexcept as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute instruments supplied by the Company acknowledging satisfaction and discharge of this Indenture, when (1) If at any time either (A) all Securities theretofore authenticated and delivered (other than (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as and when provided in Section 1003) have been delivered to the same shall Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyedwill become due and payable at their Stated Maturity within one year, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) (A) all if redeemable at the securities option of such series not theretofore delivered to the Trustee for cancellation shall have become due and payableCompany, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company and the Company, in the case of (Bi), (ii) the Issuer or the Guarantor shall have irrevocably (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the entire purpose an amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including for principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or to become due on the Stated Maturity or prior to such date of maturity Redemption Date, as the case may be, and if, in any such case, ; (2) the Issuer Company has paid or the Guarantor shall also pay or cause caused to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series Company; and (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due date therefor (but no upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv3) the rights, obligations and immunities of Company has delivered to the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers' Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 607 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 Guarantor, last paragraph of Section 1003 shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such seriessurvive.

Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer or the Guarantor shall have paid or caused to be paid the principal of and interest on all the Securities of any series outstanding Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section ‎Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section ‎Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the securities Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04‎Section 10.04) or, in the case of any series of Securities the payments on which may only be made in United States dollarsDollars, direct obligations of the United States of America, backed by its full faith and credit ("“U.S. Government Obligations"”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (other than 2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity as the case may be, series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer or the Guarantor with respect to the Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series and the Coupons appertaining thereto (except as to (i) rights of registration of transfer and exchange of securities Securities of such series, Series and of Coupons appertaining thereto and the Issuer's ’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon thereon, upon the original stated due date dates therefor (but no not upon acceleration), and remaining rights of the holders Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations obligations, duties and immunities of the Trustee hereunder and hereunder, (v) the rights of the Securityholders Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (vi) the obligations of the Issuer under ‎Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor Guarantor, as the case may be, accompanied by an Officers' Officer’s Certificate of the Issuer or a the Guarantor's Officers' Certificate , as the case may be, and an Opinion of Counsel and at the cost and expense of the Issuer and or the Guarantor, as the case may be, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect as to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.